/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130910.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 10, 2013, Vol. 17, No. 251 Headlines 1289 PRINCETON: Involuntary Chapter 11 Case Summary 929 RIVERSIDE: Case Summary & 4 Unsecured Creditors ADVANTAGE CARE: Case Summary & 16 Largest Unsecured Creditors AGFEED INDUSTRIES: Discloses SEC Tentative Action Notice AIRTRONIC USA: Scott Brown to Join GDSI's Advisory Board ALEXANDER GALLO: Trustee Demands Millions From CEO ALLIANT TECHSYSTEMS: Fitch Places 'BB+' IDR on Watch Negative ALLIANT TECHSYSTEMS: Moody's Eyes Possible Downgrade of Ba2 CFR ALLIED SYSTEMS: Teamsters Challenge Proposed Black Diamond Buyout ALLIED SYSTEMS: PE Firms Blast Challenge to Ch. 11 Auction AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating ANACOR PHARMACEUTICALS: Incurs $14.1-Mil. Net Loss in 2nd Quarter ATHLON HOLDINGS: Moody's Keeps 'B3' CFR; Outlook Positive BATE LAND: Gets Approval to Tap Oliver Friesen as Counsel BATE LAND: Disclosure Statement Has Conditional Approval BELLADOGGIE INC: Case Summary & 20 Largest Unsecured Creditors BOSTON BIOMEDICAL: Moody's Withdraws 'Caa3' Rating CENGAGE LEARNING: Objects to Panel's Bid for Hearing Continuance COMMUNITY HOME: Court Sets Sept. 17 Confirmation Hearing CPG INT'L: Moody's Assigns B3 CFR & Rates Sr. Term Loan B2 CREATIVE GROUP: Case Summary & 20 Largest Unsecured Creditors CYPRESS MEDPRO: Case Summary & 4 Unsecured Creditors DAEDALUS USA: Case Summary & 20 Largest Unsecured Creditors DETROIT, MI: Ch. 9 Objectors Ignore "Overwhelming" Need for Relief DETROIT, MI: Nearly $1-Bil. in Bonuses Paid from Pension Fund DETROIT, MI: State Court Seeks Involvement in City Bankruptcy DIGITAL DOMAIN: Sixth Amendment to Final DIP Order Approved DIOCESE OF STOCKTON, CA: Weighs Bankruptcy Filing DUNAGAN ENTERPRISES: Case Summary & 10 Unsecured Creditors EAST COAST BROKERS: Bankruptcy Court Approves Asset Sales EASTMAN KODAK: Court Sets Oct. 18 Deadline for Filing Admin Claims EDISON MISSION: Seeks Parent's Cooperation with Investigation EL FARMER: Hearing on Plan Outline Scheduled for Nov. 6 EXCEL MARITIME: Creditors Push For Chair's Docs In Fraud Probe FAIRMONT GENERAL: Case Summary & 20 Largest Unsecured Creditors FLORIDA GAMING: Obtains Order Establishing Trading Procedures FLORIDA NEUROLOGIC INSTITUTE: Emerges From Bankruptcy FORD MOTOR: S&P Raises Issuer Credit Rating From 'BB+' FULL SERVICE: Case Summary & 5 Unsecured Creditors FURNITURE BRANDS: Files Voluntary Chapter 11 Bankruptcy Petition FURNITURE BRANDS: Case Summary & 30 Largest Unsecured Creditors GENERAL MOTORS: S&P Revises Outlook to Positive & Affirms 'BB' ICR GIBRALTAR KENTUCKY: Court Refuses to Approve Disclosure Statement GRAND GATES: Case Summary & 7 Unsecured Creditors GREEN INNOVATION: Incurs $869K Net Loss in Second Quarter GROVES IN LINCOLN: Second Amended Plan Effective HONG INVESTMENTS: Case Summary & 5 Unsecured Creditors HORIZON PHARMA: Incurs $18.4-Mil. Net Loss in Second Quarter HUNTER FAN: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable INDUCHEM S E: Case Summary & 6 Unsecured Creditors INTERFAITH MEDICAL: Interns & Residents Object to DIP Motion IPC INTERNATIONAL: U.S. Trustee Appoints 3-Member Creditors Panel IPC INTERNATIONAL: Has Final OK for $12-Mil. of DIP Financing IPC INTERNATIONAL: Can Implement KEIP for Six Employees IS WORLD DISTRIBUTORS: Case Summary & 8 Unsecured Creditors JACK WORKS: Case Summary & 3 Unsecured Creditors LANDAUER HEALTHCARE: Creditors Say Planned Sale Moving Too Fast LAVEY CRAFT: Case Summary & 9 Unsecured Creditors LEE'S FORD: Disclosure Statement Hearing Scheduled for Sept. 25 LEHMAN BROTHERS: Sues DR HC Tschira to Recover EUR100-Mil. LEHMAN BROTHERS: LBI Trustee Presents Customer Distribution Scheme LEHMAN BROTHERS: LBI Trustee Proposes Claims Hearing Procedures LEHMAN BROTHERS: LBI Trustee Wants Oct. 31 Admin. Claims Bar Date LEHMAN BROTHERS: Pushes For Hedge Fund's Docs On $600MM Claim MAA-SHARDA INC: Case Summary & 14 Unsecured Creditors MEDINA PLAZA: Case Summary & 6 Unsecured Creditors MERCANTILE BANCORP: Committee Hirings of Advisors Approved METROPOLITAN NATIONAL: Simmons First Submits Bid for Assets MF GLOBAL: Workers Look to Revive WARN Class Action MI PUEBLO: Files Schedules of Assets and Liabilities MI PUEBLO: Wants to Hire BDO USA as Accountant & Tax Advisor MI PUEBLO: U.S. Trustee Forms Seven-Member Creditors Committee MIDTOWN SCOUTS: Plan Filing Period Extended Until Oct. 31 MOUNTAIN REFLECTIONS: Case Summary & 2 Unsecured Creditors NATIONAL ENVELOPE: Goes on Sale as Losses Mount, Cash Tight NATIONAL ENVELOPE: Sec. 341(a) Meeting Continued to Sept. 11 NATIONAL ENVELOPE: Seeks Approval of Third DIP Agreement Amendment NATURAL RESOURCE: Moody's Rates Proposed $300MM Senior Notes 'B3' NSG HOLDING: Moody's Affirms Ba1 Sr. Debt Rating; Outlook Stable OASIS PETROLEUM: S&P Puts 'B+' CCR on CreditWatch Positive OMNI RESOURCE: Case Summary & 20 Largest Unsecured Creditors PATRIOT COAL: Files Plan of Reorganization in Bankruptcy Court PBP PROPERTIES: Voluntary Chapter 11 Case Summary PEABODY ENERGY: Fitch Rates $2.7BB Senior Secured Loan 'BB+' PEABODY ENERGY: New Credit Facilities Get Moody's Ba1 Rating PEABODY ENERGY: S&P Rates New $2.7-Bil. Senior Secured Debt 'BB+' PETER DEHAAN: Court Sets Oct. 2 Hearing on Confirmation of Plan PINNACLE OPERATING: S&P Rates $300MM 2nd-Lien Secured Notes 'CCC+' PINNACLE PROCESSING: Case Summary & 13 Unsecured Creditors POLYMEDIX INC: Cellceutix Buys Assets in Bankruptcy QUBEEY INC: Case Summary & 4 Unsecured Creditors RESIDENTIAL CAPITAL: Plan Confirmation Discovery Protocol Set RESIDENTIAL CAPITAL: Trial on FGIC Settlement Held RESIDENTIAL CAPITAL: Wants Turnover of Document Depository Delayed RESIDENTIAL CAPITAL: Counterclaims in UMB, WF Suit Dismissed RESOURCES IN HEALTHCARE: Case Summary & 20 Top Unsecured Creditors RG STEEL: Seeks Approval to Retain Reed Smith as Special Counsel RIVER CANYON: Amended Reorganization Plan Declared Effective RPR CONTRACTORS: Case Summary & 6 Unsecured Creditors RURAL/METRO: Plan-Support Agreement Wins Approval SCICOM DATA: Files Schedules of Assets and Liabilities SCICOM DATA: Meeting of Creditors Scheduled for Sept. 10 SOUTH FLORIDA SOD: Files Amended Schedules of Assets and Debts SOUTH FLORIDA SOD: Seeks to Hire Barfield as Auctioneer SOUTH FLORIDA SOD: Wants to Employ Wallace T. Long as Accountant SOUTH FLORIDA SOD: Can Use Cash Collateral Not to Exceed $45,000 SOUTH FLORIDA SOD: Creditor Asks Court to Terminate Exclusivity TLO LLC: Hearing on Bid to Extend Exclusive Periods Set for Oct. 1 TOP SHIPS: Enters Into Three Stock Purchase Agreements TOTAL GROUP: Case Summary & 20 Largest Unsecured Creditors USG CORPORATION: Fitch Raises Issuer Default Rating to 'B' V. BARILE INC: Case Summary & 20 Largest Unsecured Creditors W.R. GRACE: Expected to Exit Chapter 11 by Yearend or Early 2014 W.R. GRACE: 3rd Cir. Nixes Montana, Canada Challenges to Plan W.R. GRACE: 3rd Circuit Dismisses Anderson Memorial's Plan Appeal W.R. GRACE: Dispute on Lenders' Interest Payment Remains Pending WATERSTONE AT PANAMA: Lenox Mtge Dismissal Motion Under Advisement WEST 380: Opposes Ch. 7 Conversion, Says No Assets to Administer WESTERN FUNDING: Case Summary & 20 Largest Unsecured Creditors WINDMILL DURANGO: Can Use $25,000 of Cash Collateral in Interim WINDMILL DURANGO: Wants to Tap Flangas McMillan as Special Counsel WINDMILL DURANGO: Files Amended Schedules of Assets and Debts WYR CORPORATION: Case Summary & 10 Unsecured Creditors YSC INC: Washington State Hotel Owner Files With Two Properties * Safe Harbor Doesn't Protect Tech Co.'s Fraudulent Statements * Bankruptcy Filings on Track for 5-Year Low * Bert Lacativo Joins Houlihan Lokey's Forensic Services Practice * Large Companies With Insolvent Balance Sheets ********* 1289 PRINCETON: Involuntary Chapter 11 Case Summary --------------------------------------------------- Alleged Debtor: 1289 Princeton Avenue LLC 2 Prospect Street Trenton, NJ 08618 Case Number: 13-29453 Involuntary Chapter 11 Petition Date: September 4, 2013 Court: District of New Jersey (Trenton) Judge: Michael B. Kaplan Petitioner's Counsel: Richard J. Pepsny, Esq. LAW OFFICE OF RICHARD J. PEPSNY 157 Broad Street, Suite 205 Red Bank, NJ 07701 Tel: (732) 842-8505 Fax: (732) 842-8525 E-mail: pepsnylawfirm@msn.com Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Joanne Roesing mortgagee $232,000 83 Telegraph Hill Road Holmdel, NJ 07733 Thomas Reardon mortgagee $232,000 59 Silverwhite Road Little Silver, NJ 07739 Richard Goldstein mortgagee $60,000 154 West State Street Trenton, NJ 08618 N & B Realty LLC mortgagee $60,000 35 Park Street Demarest, NJ 07627 929 RIVERSIDE: Case Summary & 4 Unsecured Creditors --------------------------------------------------- Debtor: 929 Riverside Drive, LLC c/o Andrew Scott, Managing Member CT Real Estate Holding, LLC 205 Black Rock Turnpike Redding, CT 06896 Bankruptcy Case No.: 13-21832 Chapter 11 Petition Date: September 5, 2013 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Albert S. Dabrowski Debtor's Counsel: Douglas J. Lewis, Esq. EVANS & LEWIS 93 Greenwood Avenue Bethel, CT 06801 Tel: (203) 743-7644 Fax: (203) 797-9921 E-mail: lewisdouglas74@yahoo.com Scheduled Assets: $751,000 Scheduled Liabilities: $2,280,000 A copy of the Company's list of its largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/ctb13-21832.pdf The petition was signed by Andrew C. Scott, managing member, CT Real Estate Holding, LLC. ADVANTAGE CARE: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Advantage Care In Home Services, Inc. P.O. Box 1258 Henderson, NC 27536 Bankruptcy Case No.: 13-05512 Chapter 11 Petition Date: September 3, 2013 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: Danny Bradford, Esq. PAUL D. BRADFORD, PLLC dba Bradford Law Offices 455 Swiftside Drive, Suite 106 Cary, NC 27518-7198 Tel: (919) 758-8879 Fax: (919) 803-0683 E-mail: dbradford@bradfordlaw.com Scheduled Assets: $831,238 Scheduled Liabilities: $1,136,442 A copy of the Company's list of its 16 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nceb13-5512.pdf The petition was signed by Janice D. Ward, president. AGFEED INDUSTRIES: Discloses SEC Tentative Action Notice -------------------------------------------------------- Law360 reported that the staff of the U.S. Securities and Exchange Commission has preliminarily decided to recommend an enforcement action be brought against bankrupt hog production company AgFeed Industries Inc. for alleged violations of anti-fraud provisions of securities laws, according to an SEC notice filed on Sept. 5. According to the report, the announcement of the preliminary determination, or Wells notice, comes just one week after AgFeed got the green light to sell its U.S. operations when a Delaware bankruptcy judge signed off on a multiparty deal valued at more than $79.2 million. 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. AIRTRONIC USA: Scott Brown to Join GDSI's Advisory Board -------------------------------------------------------- Global Digital Solutions, Inc. on Sept. 9 disclosed that Scott Brown, former United States Senator from Massachusetts, has joined the company's Advisory Board. "We're thrilled to have someone with Scott Brown's national stature and extensive government experience on our Advisory Board," said GDSI's President and CEO Richard J. Sullivan. "Scott's leadership roles at both the state and federal levels -- with a consistent focus on security-related issues -- and his longtime service in the Army National Guard give him great perspective, experience and relationships that will be very helpful to GDSI going forward. I personally look forward to benefiting from Scott's invaluable advice and guidance with regard to the Airtronic merger and our overall strategic direction." During his U. S. Senate career, Senator Brown served on three committees dealing with security and veterans issues: The Committee on Armed Services, the Committee on Homeland Security and Governmental Affairs, and the Committee on Veterans' Affairs. "I'm very excited about joining GDSI's growing team of expert advisors," commented Senator Brown. "I see a great deal of upside potential for the GDSI and Airtronic combination and I applaud Dick Sullivan and the entire GDSI team for their bold strategic vision. It's vitally important to me that we're boosting U.S. manufacturing and security while addressing issues related to job creation, innovation and advanced cyber technology." As previously disclosed, the GDSI Advisory Board now includes former Florida Lt. Governor Jennifer Carroll, international financing expert Edwin Wang, and strategic financial advisor Matthew Kelley. In a sign of confidence in GDSI's significant growth opportunity, and to ensure that they are aligned with the interests of shareholders, all members of the Advisory Board will receive equity instead of cash compensation. Jennifer Carroll is expected to become President and Chief Operating Officer of GDSI once the planned merger with Airtronic USA, Inc. has been completed. More About Senator Scott Brown Scott Brown served three terms in the Massachusetts House of Representatives before his election to the Massachusetts Senate in 2004. In 2010 he became the first Republican elected to the U.S. Senate since 1970. For more than 30 years, Senator Brown has served in the Army National Guard, and he currently holds the rank of Colonel in the Judge Advocate General (JAG) Corps. He completed his annual training requirements for the National Guard in Afghanistan in the summer of 2011. Senator Brown is a graduate of Tufts University and Boston College Law School. About Global Digital Solutions, Inc. Global Digital Solutions -- http://www.gdsi.co-- is positioning itself as a leader in providing small arms manufacturing, complementary security and technology solutions and knowledge- based, cyber-related, culturally attuned social consulting in unsettled areas. About Airtronic USA, Inc. Airtronic -- http://www.Airtronic.net-- is an electro-mechanical engineering design and manufacturing company. It provides small arms and small arms spare parts to the U.S. Department of Defense, foreign militaries, and the law enforcement market. The company also manufactures medical, avionics, and telecommunications original equipment. The company's products include grenade launchers, rocket propelled grenade launchers, grenade launcher guns, flex machine guns, grenade machine guns, rifles, and magazines. Founded in 1990, the company is based in Elk Grove Village, Illinois. On May 16, 2012, the voluntary petition of Airtronic, Inc. for liquidation under Chapter 7 was converted to chapter 11 reorganization. The company had filed for chapter 7 bankruptcy on March 13, 2012. ALEXANDER GALLO: Trustee Demands Millions From CEO -------------------------------------------------- Law360 reported that the trustee overseeing the liquidation of court reporting and litigation services company Alexander Gallo Holdings LLC on Sept. 6 hit the former CEO with a lawsuit seeking several millions of dollars in allegedly fraudulent transfers and misspent funds. According to the report, Trustee Ronald J. Freidman accuses Alexander J. Gallo -- who headed up the company, now referred to as AGH Liquidating LLC in bankruptcy court, from 2006 through the end of 2011 -- and Chief Financial Officer Andrew Sims of ignoring their fiduciary duty to the company. About Alexander Gallo Marietta, Georgia-based Alexander Gallo Holdings LLC -- http://www.alexandergalloholdings.com-- is the largest full service, IT-enabled court reporting and litigation support services company in the United States. AGH offers court reporting, litigation support, trial software and other similar services and has the only true national footprint in its market, with roughly 55 offices located throughout the United States, and a preferred provider network which serves as an extension of Alexander Gallo's geographic reach. Founded in 1999 by Alexander J. Gallo, a former court reporter, AGH has made 18 acquisitions since 2003. Mr. Gallo has remained as CEO. AGH, along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011. Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to Bayside Capital Inc., which had acquired $22 million in second- lien debt. The price wasn't disclosed. Alexander Gallo disclosed assets of $208 million and debt totaling $258 million as of June 30, 2011. Liabilities include $47 million on a first-lien revolving credit and term loan where Wells Fargo Bank NA is agent. In addition to the second-lien debt held by Bayside, there is $33 million in junior unsecured subordinated notes owing to Harvest Equity Partners LLC plus another $148 million in junior unsecured subordinated notes owing to insider Gallo Holdings LLC. As reported in the Troubled Company Reporter on Nov. 1, 2011, the Alexander Gallo disclosed $41,981,048 in assets and $259,153,046 in liabilities as of the Chapter 11 filing. Bayside provided $20 million in financing for the Chapter 11 effort. The new loan will have a first priority lien on unencumbered assets and a lien behind the first-lien debt. Bankruptcy Judge Allan J. Gropper presides over the case. Thomas R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G. Egan, Esq., at DLA Piper LLP (US), in New York, serve as the Debtors' general counsel. Squire, Sanders & Demsey (US) LLP serves as the Debtor's corporate counsel. The Debtors' financial advisor is Gordian Group, LLC. Marc L. Pfefferle, a partner at Carl Marks Advisory Group LLC, serves as the Debtors' chief restructuring advisor. Kurtzman Carson Consultants LLC serves as the Debtor's claims agent. KPMG LLP serves as their auditors to provide auditing, tax compliance and tax consulting services. In December 2011, an affiliate of Bayside completed the acquisition of Alexander Gallo's assets. As reported in the TCR on March 22, 2012, Alexander Gallo Holdings LLC won the signature of the bankruptcy judge on a March 16 confirmation order approving the liquidating Chapter 11 plan. ALLIANT TECHSYSTEMS: Fitch Places 'BB+' IDR on Watch Negative ------------------------------------------------------------- Fitch Ratings has placed the ratings for Alliant Techsystems, Inc.'s (ATK) on Rating Watch Negative following the company's announcement that it has agreed to acquire Bushnell Group Holdings, Inc., (Bushnell) from the MidOcean Partners for approximately $1 billion. The transaction is expected to close sometime in the fourth quarter of 2013 or the first quarter of 2014, subject to regulatory approval. Fitch expects ATK to use debt to fund the majority of the acquisition cost. Key Rating Drivers Fitch estimates the increase in debt associated with the acquisition will increase ATK's gross debt/EBITDA to above 3.0x on a pro forma basis including the impact of both Bushnell and the recently acquired Savage Sports Corporation (Savage). At June 30, 2013, ATK's debt/EBITDA was 2.2x, up from 1.8x at the end of fiscal year ended March 30, 2013 due to borrowings on its senior secured revolving facilities to fund the acquisition of Savage and ongoing operations. Fitch expects ATK's gross leverage to increase to above 3.5x temporarily following the Bushnell acquisition. Upon completion of the Bushnell acquisition, Fitch anticipates that any downgrade of ATK's long-term ratings (currently 'BB+'), would be limited to one notch, or to 'BB'. Fitch expects that ATK's leverage will return to below 3.0x by the end of fiscal 2015, making a downgrade below 'BB' unlikely. Fitch expects to resolve the rating watch within the next three to four months, pending further review of the transaction. Fitch's primary credit concern is the timing of ATK's return to stronger metrics, including the risk of sequestration and of a weaker economy that could constrain the company's earnings and cash flow and slow a reduction in leverage. Fitch is also concerned by an anticipated decline in small caliber ammunition demand and lower contract rates which resulted from the renewal of the Lake City operating contract in fiscal 2013; lower modernization activities at Lake City; risks to core defense spending; low funded status of ATK's pension (77% funded); NASA funding priorities after fiscal 2013; and exposure to significant margin fluctuations in its Sporting Group. Fitch is also concerned with the integration risk of the acquisitions. ATK's current ratings are supported by company's strong credit metrics for the ratings; positive free cash flow (FCF; cash from operations less capital expenditures and dividends); steady margins which are projected to slightly decline in fiscal 2014; good liquidity; increasing commercial sales; and ATK's role as a sole source provider for many of its products to the U.S. Government. At the end of the first quarter of fiscal 2014, ATK had liquidity of approximately $377 million, down from $857 million at the end of fiscal 2013. Liquidity consisted of $99 million in cash and approximately $279 million in availability under its $600 million credit revolving facility, after giving effect to approximately $121 million of outstanding letters of credit. The decline in leverage was driven by the seasonality of ATK's cash flows and by a $200 million draw on its revolving facility due to the Savage acquisition. ATK generated approximately $433 million of cash flow from operating activities during the last 12 months ended (LTM) June 30, 2013, up from $291 million at the end of fiscal 2013. Fitch expects ATK's FCF to fluctuate between $160 million to $250 million taking into account FCF generated from the acquisitions but excluding dividends. The lower FCF will be driven by increased interest expense and margin pressures in ATK's Sporting Group. Historically, ATK focused its cash deployment towards acquisitions, capital expenditures and pension contributions. Beginning with fiscal 2012, ATK's cash deployment shifted towards a balanced approach which includes deploying cash towards shareholders in form of dividends and share repurchases; capital expenditures; and pension contributions. On Jan. 31, 2012, ATK's Board of Directors authorized a share repurchase program of up to $200 million worth of shares. During fiscal 2013 and the first quarter of fiscal 2014, ATK repurchased $59 million and $24 million worth of shares, respectively. At the end of fiscal 2013, the company's pension plans were underfunded by $723 million equaling a 76% funded status (based on an approximately $3 billion pension obligation). Other post- employment benefit (OPEB) obligations totaled $143 million and were $98 million underfunded. ATK contributed $180 million to its defined benefit plans in fiscal 2013 of which $40 million were contributed towards fiscal 2014. The company contributed an additional $40 million during the first quarter of fiscal 2014 and is not required to make additional contributions for the remainder of fiscal 2014. Fitch expects pension contributions to be a large part of ATK's cash distribution policy in the near future. ATK's status as a defense contractor mitigates some of the risks associated with its pension obligations. Some of ATK's pension contributions are recoverable through government contracts because they qualify as allowable costs under government Cost Accounting Standards. Rating Sensitivities Fitch's resolution of the Rating Watch Negative will consider the pace of ATK's expected debt reduction, the level at which credit metrics are expected to stabilize, and the estimated impact of the Bushnell and Savage acquisitions on ATK's operating performance and competitive position. Fitch's possible negative rating actions will likely be limited to a downgrade of ATK's current ratings by one notch. Further negative rating actions could be expected if defense spending cuts and pressures in the firearms industry have a more significant impact on the company's earnings and FCF than currently anticipated or if the company's cash generation is insufficient to reduce leverage to below the 3.0x - 3.2x range by the end of fiscal 2015. Fitch places the following ratings for ATK on Rating Watch Negative: -- Long-term Issuer Default Rating 'BB+'; -- Senior secured bank facility at 'BBB-'; -- Convertible senior subordinated notes at 'BB'; -- Senior subordinated notes at 'BB'. The ratings affect approximately $1.3 billion of debt outstanding at June 30, 2013. ALLIANT TECHSYSTEMS: Moody's Eyes Possible Downgrade of Ba2 CFR --------------------------------------------------------------- Moody's Investors Service placed the Ba2 Corporate Family and Ba2- PD Probability of Default ratings (CFR and PDR respectively) of Alliant Techsystems, Inc. under review for possible downgrade following announcement of an agreement to acquire Bushnell Group Holdings, Inc. for $985 million. Ratings of ATK's secured bank credit facilities and subordinated obligations were also placed under review for possible downgrade and ATK's Speculative Grade Liquidity rating was lowered to SGL-3 from SGL-2. The transaction will principally be funded with debt and is expected to close in late 2013 or early 2014. The review will focus on the impact on ATK's business profile from contributions of additional revenues, earnings and cash flows from the consumer orientation of Bushnell's line of sporting equipment and ATK's credit metrics from the higher debt burden. Importantly, it will also assess prospective changes in ATK's liquidity and the notching of debt instruments around the CFR from pending changes in the mix of obligations in ATK's debt structure. A $900 million senior secured acquisition commitment has been arranged, but the ultimate capital structure may include senior unsecured claims and has not been finalized. Ratings Rationale: The transaction will raise ATK's funded debt by almost 80% compared to June 30, 2013 and may alter credit metrics to levels that could be incompatible with a Ba2 CFR, though that outcome is less certain than most reviews. Those quantitative changes may be mitigated by qualitative factors such as improved diversification in ATK's revenue mix achieved by lowering its dependence on increasingly uncertain defense markets. Synergies for ATK's existing sporting goods business lines may also flow from enhanced distribution. Still, integration costs and time required to realize synergies will affect the pace of any de-leveraging. Furthermore, the future performance of existing defense and aerospace businesses has become clouded as decisions on the federal budget and debt ceiling are considered in Washington, DC. Moody's expects to conclude the review in late 2013 or early 2014 when a more informed view of ATK's capital structure, prospective earnings, cash flows and liquidity arrangements can be considered. The Speculative Grade Liquidity rating of SGL-3 denotes adequate liquidity. In August 2014, $199 million of convertible subordinated notes can be put to the company by noteholders. Other funding requirements include amortization of a term loan which is scheduled at $50 million. ATK had $200 million borrowed under its $600 million revolving credit facility at June 30, 2013 leaving availability after issuance of letters of credit of some $279 million. This offers less robust coverage compared to the $249 million of potential or scheduled principal claims and any operational needs arising from working capital or other investments. Ratings Placed Under Review for Downgrade: Corporate Family, Ba2 Probability of Default, Ba2-PD $400 million Senior Secured Term Loan A due 2015, Baa3, (LGD-2, 19%) $600 million Senior Secured Revolving Credit Facility due 2015, Baa3, (LGD-2, 19%) $200 million Senior Secured Term Loan Due 2017 Baa3, (LGD-2, 19%) $350 million Guaranteed Senior Subordinated notes due 2020 Ba3, (LGD-5, 72%) $200 million Convertible Senior Subordinated notes due 2024, Ba3, (LGD-5, 72%) Ratings Lowered Speculative Grade Liquidity, to SGL-3 from SGL-2 The principal methodology used in this rating was the Global Aerospace and Defense Industry Methodology published in June 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. Alliant Techsystems Inc. produces propulsion, composite structures, munitions, rocket motor systems, precision missiles, and civil, military and sport ammunition. The company organizes into three segments: Defense Group (44% of Q1-FY2014 revenues), Aerospace Group (28%), and Sporting Group (28%). Over the last twelve months ended June 30, 2013 revenues were approximately $4.4 billion. ALLIED SYSTEMS: Teamsters Challenge Proposed Black Diamond Buyout ----------------------------------------------------------------- On Sept. 6, Teamster Local Unions that represent more than 1,000 Allied Systems Holding workers unanimously supported informing its members on the need to take aggressive action -- up to and including a lawful strike -- if the current Black Diamond/Spectrum bid to buy Allied proceeds and is approved by the bankruptcy court on Tuesday, Sept. 10. "This proposed sale is a violation of our contract and it is outrageous that Allied selected this bid," said Roy Gross, Director of the Teamsters Carhaul Division. "In addition to the outright violation of our contract, we have serious concerns about Black Diamond's long-term interest in running this business. We've encouraged any entity that is serious about a viable Allied to discuss the business plan, management team, and plan for Allied's future but those suggestions have not been taken to heart by Black Diamond. Black Diamond appears to be headed down the same path that caused the liquidation of another carhaul company they funded -- Performance Transportation Systems. "If Black Diamond/Spectrum aren't going to honor our contracts and treat its Teamster-represent workers with the respect they deserve then there is an alternative. At the auction last month, Jack Cooper Transport, an existing auto hauling company, submitted the highest all cash bid. We have learned just [Fri]day Jack Cooper has resubmitted an improved bid that should leave no doubt that it's the best bid for the estate and the future of the company," added Mr. Gross. The Teamsters Union has filed an official objection to Allied's proposed sale to the winning bidder, Black Diamond/Spectrum. A judge will consider approving the winning bid at a hearing scheduled for noon on Tuesday, Sept. 10. Objections to Allied's proposed sale to the winning bidder were due last week and numerous objections including the Unsecured Creditors Committee, Jack Cooper, Yucaipa, and Central States Pension Fund among others, have been filed and are publicly available for review on the court docket. "We'll make our case in court along with the other key stakeholders objecting to Black Diamond/Spectrum sale but we'll also have the ability to make our case to our members and in the streets," Mr. Gross said. Founded in 1903, the International Brotherhood of Teamsters -- http://www.teamster.org-- represents 1.4 million hardworking men and women throughout the United States, Canada and Puerto Rico. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. ALLIED SYSTEMS: PE Firms Blast Challenge to Ch. 11 Auction ---------------------------------------------------------- Law360 reported that the two private equity firms that won the auction to acquire the assets of bankrupt Allied Systems Holdings Inc. struck back on Sept. 6 at allegations by losing bidder Jack Cooper Holdings Corp., saying it had only raised objections because it regretted losing in the auction. According to the report, Black Diamond Capital Partners LLC and Spectrum Investment Partners LP bought the car hauler for $105 million in a Chapter 11 auction on Aug. 16, beating out Allied competitor Jack Cooper. Jack Cooper raised objections to the sale on Sept. 3, the report recalled. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) of American Equity Investment Life Holding Company (AEL) at 'BB+' and the Insurer Financial Strength (IFS) ratings of its insurance operating subsidiaries: American Equity Investment Life Insurance Company (AEILIC) and American Equity Investment Life Insurance Company of New York, at 'BBB+'. The Rating Outlook is Stable. Key Rating Drivers The affirmation reflects high credit quality within AEL's bond portfolio, continued good operating results, adequate risk- adjusted capitalization and strong competitive position in the fixed indexed annuity market. The rating also reflects AEL's high financial leverage, above-average exposure to interest rate risk and lack of diversification in earnings and distribution. Fitch considers AEL's bond portfolio to be of above-average credit quality. At June 30, 2013, the company's investment portfolio was constructed primarily of investment-grade fixed income securities. A high level of liquidity in the company's bond portfolio is supported by an above-average allocation to publicly traded bonds. The company's investment portfolio has historically been significantly exposed to callable U.S. government-sponsored agency securities, which shortened the option-adjusted duration of the company's assets and increased the company's exposure to reinvestment rate risk. This exposure was reduced considerably in 2012 and has continued to decline during 2013. Fitch views the NAIC risk-based capital (RBC) ratio as of AEL's primary insurance subsidiary, AEILIC, to be adequate for the rating category. For Dec. 31, 2012, RBC was 332%, down from its year-end 2011 level of 346%. Fitch anticipates that AEILIC's 2013 RBC ratio will be maintained above 300% as internally generated capital will be partially offset by continued strong sales growth and increased credit risk as the company continues a shift in its portfolio allocation from federal agency securities to corporate bonds. Based on the company's strong sales trends, Fitch believes that AEL may need to manage sales growth and/or further access reinsurance markets in the future given the strain new fixed indexed annuity sales place on risk-based capital. AEL's financial leverage was approximately 32% at June 30, 2013, which was down from 36% at Dec. 31, 2012, but is considered by Fitch to be high, and is the primary reason for the extra notch between the company's IDR and its IFS rating. AEL issued $400 million of eight-year senior notes in July 2013, with the majority of proceeds expected to be used to fund the redemption of a portion of existing debt on the company's balance sheet. Although Fitch expects the company's recent debt issuance to drive a modest increase in financial leverage in the near term, a resumption of the downward trend over the past few years in the company's financial leverage could have a favorable effect on the company's debt ratings. AEL's above-average interest rate risk reflects the company's focus on spread-based annuity products, particularly fixed indexed annuities. The near-term concern is the ongoing low interest rate environment, which is challenging the company and its peers in terms of maintaining interest rate spreads. This concern has historically been amplified somewhat by AEL's allocation to U.S. government agency callable securities. From a longer-term perspective, as AEL's book of business matures, the occurrence of a rapid increase in interest rates could have an adverse effect on its financial position, as it could result in a sharp increase in surrenders while the value of its largely fixed- rate investments decline in market value. Positively, Fitch notes that AEL's book of business continues to exhibit strong protection in terms of significant surrender charges which help offset the cost to the company of early policy terminations. AEL is headquartered in West Des Moines, Iowa and reported total GAAP assets of $37.3 billion and equity of $1.4 billion at June 30, 2013. AEILIC, the main operating subsidiary of AEL, is also headquartered in West Des Moines and had statutory total adjusted capital of $1.8 billion at June 30, 2013. Rating Sensitivities The key rating triggers that could result in an upgrade include: -- Enhanced capitalization with RBC above 350% on a sustained basis. The key rating triggers that could result in a downgrade include: -- A reduction in capitalization with RBC below 300%; -- Sustained deterioration in operating results such that interest coverage is below 3x; -- Significant increase in lapse/surrender rates; -- Inability to maintain sufficient parent company liquidity to fund any potential forced repurchase of outstanding notes payable; -- Unexpected spike in credit related impairments; -- Financial leverage above 50%. The key rating triggers that could result in a narrowing of notching between the IDR of AEL and the IFS of AEILIC include: -- A sustainable decline in financial leverage below 30%; -- Sustained GAAP EBIT-based interest coverage above 8x. Fitch has affirmed the following ratings with a Stable Outlook: American Equity Investment Life Holding Company -- IDR at 'BB+'; -- 3.500% senior convertible debentures due 2015 at 'BB'; -- 6.625% senior unsecured notes due 2021 at 'BB'; -- 5.250% senior convertible debentures due 2029 at 'BB'; -- Trust preferred securities at 'B+'. American Equity Investment Life Insurance Company -- IFS at 'BBB+'. American Equity Investment Life Insurance Company of New York -- IFS at 'BBB+'. ANACOR PHARMACEUTICALS: Incurs $14.1-Mil. Net Loss in 2nd Quarter ----------------------------------------------------------------- Anacor Pharmaceuticals, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $14.10 million on $3.42 million of total revenues for the three months ended June 30, 2013, compared with a net loss of $14.84 million on $2.56 million of total revenues for the same period last year. The Company reported a net loss of $29.17 million on $5.13 million of total revenues for the six months ended June 30,2013, compared with a net loss of $29.17 million on $4.98 million of total revenues for the comparable period in 2012. The Company's balance sheet at June 30, 2013, showed $56.97 million in total assets, $49.56 million in total liabilities, $4.95 million of redeemable common stock, and stockholders' equity of $2.46 million. A copy of the Form 10-Q is available at http://is.gd/Adb71h About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds ? tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. * * * As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in Redwood City, California, in its report on the Company's financial statements for the year ended Dec. 31, 2012, expressed substantial doubt about the Company's ability to continue as a going concern, citing the Company's recurring losses from operations and its need for additional capital. ATHLON HOLDINGS: Moody's Keeps 'B3' CFR; Outlook Positive --------------------------------------------------------- Moody's Investors Service changed Athlon Holdings LP's rating outlook to positive and upgraded its Speculative Grade Liquidity Rating to SGL-2 from SGL-3 in recognition of the successful completion of an Initial Public Offering in early August, 2013. At the same time Moody's affirmed Athlon's B3 Corporate Family Rating, B3-PD Probability of Default Rating and Caa1 senior unsecured note rating. Issuer: Athlon Holdings LP Outlook change: Outlook changed to Positive from Stable Upgrade: Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Affirm: Corporate Family Rating, Affirm B3 Probability of Default Rating, Affirm B3-PD Senior Unsecured Regular Bond/Debenture, Affirm Caa1 (LGD4, 68%) Ratings Rationale: The outlook change and the SGL upgrade reflect Athlon's improved liquidity as the IPO effectively eliminates funding risk for Athlon's drilling program through 2014. The company raised $293 million and immediately used $79 million to fully pay down its revolver. As of August 7, 2013, Athlon had $234 million in cash and $320 million of undrawn borrowing capacity under its borrowing base revolving credit facility (total liquidity was $554 million).The borrowing base will grow over time as the company executes its ambitious drilling schedule and adds more reserves. Athlon will significantly outspend cash flow through 2014, but now will have sufficient cash on hand and revolver availability to address any funding shortfall. Capital expenditures for 2013 should be between $355 million and $365 million, and Moody's expects a slightly higher level of spending in 2014. Athlon's B3 CFR reflects its small scale and geographically concentrated upstream operations relative to higher rated E&P companies; high leverage in terms of production and proved developed (PD) reserves; and the significant anticipated capital expenditures and the resultant negative free cash flow through 2015. The CFR is supported by Athlon's oil-weighted production profile (58% oil, 22% NGLs in second quarter, 2013) in the Permian Basin -- the largest and most active hydrocarbon basin in the US; predictable geological risks, long production history and multiple pay intervals of the Wolfberry play; significant organic growth prospects through future down-spacing and horizontal drilling; and the high degree (99%) of operational control over its leasehold acreage that should help optimize capital allocation, control the pace of development and manage costs. The positive outlook reflects Moody's belief that Athlon will be able to steadily grow production and reserves through 2014 and improve upon its leverage metrics. An upgrade is possible if the company can achieve production volumes approaching 18,000 boe/d while reducing the debt to average daily production ratio below $35,000 boe/d. A sustained drop in production or weak liquidity could prompt a downgrade. If combined cash and revolver availability falls below $50 million, or debt to average daily production rises substantially above the $55,000 boe/d level, a downgrade is likely. The principal methodology used in rating Athlon was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Athlon Holdings LP is engaged in the acquisition, exploration, development and production of oil and gas in the Permian Basin of West Texas. Athlon is a wholly-owned subsidiary of Athlon Energy Inc., a public company -- whose sole assets are controlling equity interests in Athlon Holdings LP and its subsidiaries. BATE LAND: Gets Approval to Tap Oliver Friesen as Counsel --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina issued a ruling on September 6, 2013, authorizing Bate Land & Timber, LLC, to employ George Mason Oliver, Esq., and Oliver Friesen Cheek, PLLC, as its bankruptcy attorney. Shallotte, North Carolina-based Bate Land & Timber, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 25, 2013 (Case No. 13-04665, E.D.N.C.). Judge Stephani W. Humrickhouse oversees the Chapter 11 case. The Debtor listed estimated assets of $10 million to $50 million and estimated debts of $100,001 to $500,000. The petition was signed by Brad Cheers, manager. BATE LAND: Disclosure Statement Has Conditional Approval -------------------------------------------------------- Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina, Wilmington Division, conditionally approved the disclosure statement explaining Bate Land & Timber, LLC's Plan of Reorganization. Parties-in-interest have until Oct. 28, 2013, to file objections to the Disclosure Statement. If no objections are filed by the objection deadline, the conditional approval of the Disclosure Statement will become final. The hearing to consider confirmation of the Plan is scheduled for Nov. 7, 2013, at 11:00 A.M. Oct. 28 is the last day for filing written objections to the confirmation of the Plan. The Plan proposes to sell all of the Debtor's real property valued at $47,032,125, and personal property valued at $6,445,499. Proceeds from the asset sales will fund the Plan. The liens secured by the Debtor's property will attach to the net proceeds of the sale remaining after payment costs of sale and all reasonable and ordinary closing costs. A full-text copy of the Plan, dated Aug. 30, 2013, is available for free at http://bankrupt.com/misc/BATELANDds0830.pdf Shallotte, North Carolina-based Bate Land & Timber, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 25, 2013 (Case No. 13-04665, E.D.N.C.). Judge Stephani W. Humrickhouse oversees the Chapter 11 case. The Debtor listed estimated assets from $10,000,001 to $50,000,000 and estimated debts from $100,001 to $500,000. The petition was signed by Brad Cheers, manager. The Debtor is represented by George Mason Oliver, Esq., and Ciara L. Rogers, Esq. -- clr@ofc-law.com -- at Oliver Friesen Cheek, PLLC, in New Bern, North Carolina. BELLADOGGIE INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Belladoggie, Inc. 2900 Magazine Street New Orleans, LA 70115 Bankruptcy Case No.: 13-12437 Chapter 11 Petition Date: September 4, 2013 Court: U.S. Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Elizabeth W. Magner Debtor's Counsel: Christopher T. Caplinger, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Tel: (504) 568-1990 Fax: (504) 529-7418 E-mail: ccaplinger@lawla.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/laeb13-12437.pdf The petition was signed by Andrea Kim Dudek, president. BOSTON BIOMEDICAL: Moody's Withdraws 'Caa3' Rating -------------------------------------------------- Moody's Investors Service has withdrawn its Caa3 rating, under review direction uncertain, on Boston Biomedical Research Institute's Series 1999 bonds issued through the Massachusetts Development Finance Agency. The rating withdrawal follows the redemption of bonds in July 2013. Moody's has withdrawn the rating because of the redemption of the rated bonds in July 2013. CENGAGE LEARNING: Objects to Panel's Bid for Hearing Continuance ---------------------------------------------------------------- BankruptcyData reported that Cengage Learning filed with the U.S. Bankruptcy Court an objection to its official committee of unsecured creditors' motion for an order continuing the hearings to consider both the Debtors' Disclosure Statement and Plan of Reorganization. The objection states, "The Debtors object to the Committee's request to adjourn the hearing on the Disclosure Statement to October 25, 2013 and delay the plan confirmation timeline. The Adjournment Motion should be denied as it attempts to impose arbitrary restrictions on the Debtors' ability to conduct these chapter 11 cases in the way they believe is most appropriate and, more importantly, it seeks only to delay as opposed to proposing a definitive timeline for the Debtors' emergence from chapter 11. As this Court is aware, it is critical that the Debtors' Chapter 11 cases proceed in an efficient manner and without undue delay to protect the Debtors' businesses and maximize value of the Debtors' estates." 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. COMMUNITY HOME: Court Sets Sept. 17 Confirmation Hearing -------------------------------------------------------- The Hon. Edward Ellington of the U.S. Bankruptcy Court for the Southern District of Mississippi will convene a hearing on Sept. 17, 2013, at 1:30 p.m., to consider the confirmation of Community Home Financial Services, Inc.'s Plan of Reorganization dated Jan. 29, 2013. Objections, if any, are due Sept. 10. The Court approved the Disclosure Statement and the two addendums filed on March 6, and July 18, respectively. The objections to the Disclosure Statement -- based on financial projections -- filed by Edwards Family Partnership LP and Beher Holdings Trust were resolved by the addendum. As reported in the Troubled Company Reporter on Aug. 16, 2013, the Debtor filed a second addendum to the Disclosure Statement explaining its Plan. The Addendum are the Debtor's two-year projections. The worksheets are based on sound assumptions including the fact that the Debtor will go forward as a going concern, the Debtor's counsel asserted. The Home Improvement loan portfolios are calculated with formulas to allow for obtaining new home improvement loans while allowing for the declining amortization of the current Home Improvement loan portfolios, he discloses. The Joint Venture incomes are based upon a 25% share of three of the pools and 50 percent of four of the pools, he adds. The projections do not include the additional funds the Debtor should recover from the "Debt X" transactions being litigated in pending adversary proceedings. About Community Home Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44,890,581 in total assets and $30,270,271 in total liabilities. Judge Edward Ellington presides over the case. Derek A. Henderson, Esq., Jonathan Bisette, Esq., and Roy Liddell, Esq., of Wells, Marble & Hurst, PLLC, serve as counsel to the Debtor. CPG INT'L: Moody's Assigns B3 CFR & Rates Sr. Term Loan B2 ---------------------------------------------------------- Moody's Investors Services has assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to low maintenance material building products manufacturer CPG International Inc. on its proposed $1.5 billion leveraged buyout. Moody's has also assigned a B2 rating to the $625 million proposed senior secured term loan, as well as a Caa2 rating to the $315 million proposed senior unsecured notes. The rating outlook is stable. Proceeds from the new debt, as well as a $600 million combined equity contribution from Ares Management and the Ontario Teachers' Pension Plan, will fund the buyout from the current owner AEA Investors, and refinance existing debt. Assignments: Issuer: CPG International Inc. Corporate Family Rating of B3 Probability of Default Rating of B3-PD Proposed $625 million senior secured term loan due 2020 at B2 (LGD3, 39%) Proposed $315 million senior unsecured notes due 2021 at Caa2 (LGD5, 87%) Stable rating outlook The ratings are contingent upon the receipt and review of final documentation All of the ratings of predecessor CPG International I Inc., including its B2 CFR and ratings on existing bank debt will be withdrawn upon completion of the proposed transaction and repayments of existing debt. Ratings Rationale: The B3 Corporate Family Rating reflects CPG's high leverage that will result from the sizeable amount of debt that will be used to fund the acquisition of the company. Debt of over $950 million (including Moody's standard adjustments) on close of the proposed transactions will represent nearly two times CPG's total revenue. Moody's estimates pro forma leverage (Debt to EBITDA) of over 8 times as of LTM June 30, 2013. The ratings also takes into account significant competition that CPG faces in the low maintenance building products segment, and exposure to the cyclical residential homebuilding and repair segment. However, the B3 CFR favorably considers CPG's strong market position, successful track record of deleveraging following debt-financed acquisitions (TimberTech), recovering end markets, and good liquidity. The $625 million of term loan is rated B2, one notch above the CFR. This facility, along with the proposed $125 million ABL facility (not rated by Moody's), ranks senior to $315 million of unsecured notes in the application of Moody's Loss Given Default ("LGD") methodology. The term loan has a first priority lien on substantially all assets (excluding the ABL priority collateral, to which it holds a second priority interest), and benefits from upstream guarantees from all existing and future wholly owned domestic subsidiaries. The $125 million ABL revolver holds a first priority position on substantially all current assets or ABL priority collateral. The $315 million of senior unsecured notes are rated Caa2, which is two notches below the CFR. The lower rating reflects the impact that the sizeable amount of secured debt in the company's debt structure has on the implied recovery of these notes under LGD. Moody's believes that CPG will maintain a good liquidity position in the near term. Although the company estimates to have a minimal cash balance on close of the proposed transactions, Moody's expects that positive free cash flow generation will allow the company to restore modest cash reserves over the near term. Also, the company will have a $125 million ABL facility in place, due 2018, which Moody's assesses to be robust for a company of this size. It is expected that this facility will be undrawn on close, with about $88 million available after letters of credit usage. Moody's notes that the terms of the ABL facility include financial covenants that only become effective when availability under this facility falls to minimal levels. Moody's further notes that the term loan facility has no financial covenants. As such, Moody's believes that the company will not face any covenant restrictions over the foreseeable future. The stable rating outlook reflects Moody's expectations that the company will maintain current margins with modest revenue growth over the near term. This would allow the company to generate sufficient free cash flow to repay a moderate amount of debt and gradually de-lever over that time. Moody's estimates that the company's Debt to EBITDA will approach 7 times by 2014, while EBITA to Interest will remain above 1.5 times. Ratings or their outlook could be adjusted downward if revenue levels decline materially due to weakness in demand for its key products, resulting in reduced margins and operating cash flow. Lower ratings could also result if the company were to undertake debt-financed acquisitions, or implement aggressive shareholder return policies, such as a debt-funded distribution initiative. Rating pressure could also occur if the company cannot reduce Debt to EBITDA to levels below 7.5 times over the next 12-18 months, or if EBITA to Interest falls below 1.2 times. In addition, any material long term use of the ABL facility to fund operating needs could result in a downgrade. While a ratings upgrade is unlikely over the near term, upward rating consideration could be warranted if the company demonstrates steady revenue growth at improving operating margins. The company would also need to expand its operating scope to diversify its revenue base, without a material increase in debt. In particular, sustained Debt to EBITDA of less than 5.5 times, EBITA to Interest above 2.5 times, along with robust cash reserves could warrant a ratings upgrade. The principal methodology used in this rating was the Global Manufacturing Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CPG International Inc., headquartered in Scranton, Pennsylvania, is a leading manufacturer of premium, low maintenance building products for residential, commercial and industrial markets. CREATIVE GROUP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Creative Group Acquisition Co. 1601 Broadway, 10th Floor New York, NY 10019 Bankruptcy Case No.: 13-12258 Chapter 11 Petition Date: September 3, 2013 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Michael G. Busenkell, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC 913 N. Market St., 10th Floor Wilmington, DE 19801 Tel: (302) 425-5812 Fax: (302) 425-5814 E-mail: mbusenkell@gsbblaw.coma Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/deb13-12258.pdf The petition was signed by Ron Kaplan, director. CYPRESS MEDPRO: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: Cypress MedPro Partners, LLC 1010 High House Road, Suite 105 Cary, NC 27513-0000 Bankruptcy Case No.: 13-11815 Chapter 11 Petition Date: September 4, 2013 Court: U.S. Bankruptcy Court Middle District of Florida (Ft. Myers) Judge: Caryl E. Delano Debtor's Counsel: Scott A. Underwood, Esq. FOWLER WHITE BOGGS, P.A. P.O. Box 1438 Tampa, FL 33601 Tel: (813) 228-7411 Fax: (813) 229-8313 E-mail: Scott.Underwood@fowlerwhite.com - and ? Linda Jing Zhou, Esq. FOWLER WHITE BOGGS, P.A. P.O. Box 1438 Tampa, FL 33601 Tel: (813) 222-3327 E-mail: linda.zhou@fowlerwhite.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb13-11815.pdf The petition was signed by Maxwell M. Oaks, managing member of Oaks Cypress MedPro Partners, LLC, managing member. DAEDALUS USA: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Daedalus USA, Incorporated P.O. Box 980022 Park City, UT 84098 Bankruptcy Case No.: 13-30226 Chapter 11 Petition Date: September 5, 2013 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Joel T. Marker Debtor's Counsel: Joseph M. Chambers, Esq. HARRIS, PRESTON & CHAMBERS P.C. 31 Federal Avenue Logan, UT 84321 Tel: (435) 752-3551 Fax: (435) 752-3556 E-mail: jchambers@utahlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/utb13-30226.pdf The petition was signed by Frank Lynn Padan, president. DETROIT, MI: Ch. 9 Objectors Ignore "Overwhelming" Need for Relief ------------------------------------------------------------------ Chad Livengood and Robert Snell, writing for The Detroit News, reported that Detroit's legal team on Sept. 6 struck back at challenges to the city's eligibility for bankruptcy protection, arguing objectors are ignoring the financial reality of the "overwhelming need for debt relief" for Michigan's largest city. According to the report, in a 135-page consolidated response to 109 objections to Detroit's eligibility for bankruptcy, city lawyer Bruce Bennett said creditors are wrong to claim Gov. Rick Snyder's authorization of the Chapter 9 filing violated the state constitutional protection of pensions. "They are mistaken," Bennett wrote, the report related. Neither the bankruptcy petition nor Snyder's authorization diminishes retiree pensions, Bennett argued, the report said. "These are simply steps that begin the bankruptcy process, where pensions may be impaired by order of a federal bankruptcy court at some later date," Bennett wrote, the report further related. Bennett also claimed labor unions have attempted to "invent" a legal requirement that Snyder should have restricted Emergency Manager Kevyn Orr from slashing pensions as a condition on the bankruptcy filing, the report added. Bennett said there's no statute or constitutional requirement for bankruptcy conditions. 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: Nearly $1-Bil. in Bonuses Paid from Pension Fund ------------------------------------------------------------- Nathan Bomey and John Gallagher, writing for The Detroit Free Press, reported that one of Detroit's two pension funds handed out nearly $1 billion in bonus cash payments over two decades to retirees and active employees' retirement accounts instead of reinvesting the extra earnings for the future, according to a Free Press review of city records. According to the report, the payments, often referred to as a "13th check," contributed to Detroit's financial crisis and its historic Chapter 9 bankruptcy filing by increasing the amount the city needed to contribute each year to keep the pension fund solvent. Had the city's General Retirement System held on to the excess cash, the city might not have felt the need to borrow $1.44 billion in 2005 to plug the city's unfunded pension liabilities gap, the Free Press found. That debt has ballooned to nearly one- fifth of the city's total debt today and played a role in pushing the city into filing the largest municipal bankruptcy in the nation's history in July. "If it had been reinvested, maybe it's worth a billion and a half today," said Ed Rago, who served as budget director for Mayor Coleman Young for several years and then as budget director for Mayor Dennis Archer for one year, the report related. "It's always been a bug in my ass. Always angry about that." It's unclear exactly how much extra money was distributed from the city's other pension fund that covers police and fire service employees, the report further related. Officials, however, have told the Free Press it was a much less frequent practice and that it happened in earnest for only a few years. An unofficial tabulation by Rago puts the bonus figure for police and fire at $218 million for the three years 2000-02. 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: State Court Seeks Involvement in City Bankruptcy ------------------------------------------------------------- Steven Church, writing for Bloomberg News, reported that a state court in Detroit will participate in the city's record, $18 billion municipal bankruptcy, saying it reserved its right to adjudicate "noncore" matters related to the federal case. According to the report, attorney John Gregg filed paperwork in U.S. Bankruptcy Court in Detroit on behalf of Michigan's 36th District Court asking for copies of all pleadings filed in the case. Such requests are normally only filed by creditors and other private parties that believe they are affected by a bankruptcy case. Gregg declined to comment when asked why the court hired him, the report related. The filing is "pretty bizarre," bankruptcy attorney Mark Berman told the news agency. "I've never heard of an attorney appearing for a court." The state court handles small-claims lawsuits involving amounts less than $25,000, traffic cases and misdemeanor criminal cases, the report pointed out. It only handles felonies through the early stages before passing them off to a higher court, according to the court website. "The submission and filing of this notice and demand constitutes a ?special appearance,'" Gregg wrote in the filing, the report cited. The filing isn't "a consent to, or a waiver of, the right to challenge jurisdiction of this Court to adjudicate noncore matters, which right the 36th District Court for the State of Michigan expressly reserves without prejudice." 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. DIGITAL DOMAIN: Sixth Amendment to Final DIP Order Approved ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the sixth amendment to the final order authorizing DDMG Estate, f/k/a as Digital Domain Media Group, Inc., and its debtor affiliates, to obtain postpetition financing to reflect that the "Outside Date," as the term is defined in the Final DIP Order, is amended to Sept. 27, 2013. A full-text copy of the Sixth Amendment is available for free at http://bankrupt.com/misc/DDMGdip0906.pdf About Digital Domain Port St. Lucie, Florida-based Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/-- engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. The company disclosed assets of $205 million and liabilities totaling $214 million. The Debtors also have sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. At a bankruptcy auction, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults on contracts and $2.9 million in reimbursement of payroll costs. As the result of a settlement negotiated by the unsecured creditors' committee with secured lenders, there will be some recovery for the committee's constituency. DIOCESE OF STOCKTON, CA: Weighs Bankruptcy Filing ------------------------------------------------- Catholic Culture reported that the Diocese of Stockton, California, could soon become the 10th Catholic diocese in the US to file for bankruptcy in the face of costly legal settlements with sex-abuse victims. According to the report, Stockton's Bishop Stephen Blaire announced that the diocese is exploring every available option for meeting its financial obligations. But he warned that "options other than filing for bankruptcy protection have not emerged." The bishop said that it "appears likely" the diocese will enter federal bankruptcy court. The announcement from Stockton comes close on the heels of the news that the Diocese of Gallup, New Mexico will file for bankruptcy protection, the report noted. Bishop Blaire is the chairman of the US bishops' committee on domestic justice and human development, the report pointed out. DUNAGAN ENTERPRISES: Case Summary & 10 Unsecured Creditors ---------------------------------------------------------- Debtor: Dunagan Enterprises, Inc. 16356 Apple Valley Rd., Unit C Apple Valley, CA 92307 Bankruptcy Case No.: 13-24918 Chapter 11 Petition Date: September 3, 2013 Court: United States Bankruptcy Court Central District Of California (Riverside) Judge: Mark S. Wallace Debtor's Counsel: Sharon C. Hughes, Esq. HUGHES & DUNSTAN, LLP 21650 Oxnard St Ste 1960 Woodland Hills, CA 91367 Tel: (818) 715-9558 E-mail: schug98@aol.com Scheduled Assets: $6,738,337 Scheduled Liabilities: $3,133,078 A copy of the Company's list of its largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb13-24918.pdf The petition was signed by Edward Dunagan, president. EAST COAST BROKERS: Bankruptcy Court Approves Asset Sales --------------------------------------------------------- Murray Wise Associates LLC on Sept. 6 disclosed that after months of marketing, seven auctions and more than 13,000 man hours, the efforts to sell the assets of East Coast Brokers and Packers, the Madonia family and related entities have culminated in court approval of sales totaling more than $75 million. Four live real estate auctions, an online real estate auction, two equipment auctions, and the private sale of a condominium resulted in a grand total of $75,097,134, which was approved by the U.S. Bankruptcy Court - Tampa Division Thursday, Sept. 5. "This has literally been the most remarkable team effort of which I've ever been a part," said Murray Wise, chief executive officer of Murray Wise Associates. "This very complex group of assets required the combined efforts of Murray Wise Associates, Crosby & Associates, Woltz & Associates, and Weeks & Associates, who worked together seamlessly for months. Chapter 11 Trustee Jerry McHale and his staff at McHale, P.A., also put in endless hours and were great to work with," he said. McHale told the court the auctions have exceeded expectations by every measure. "By any yardstick you can come up with, this team has achieved more than anybody could have reasonably expected. This was an incredibly diverse group of properties, with farmland, luxury residences, processing plants and hundreds of machines, and it was a massive challenge just to organize it all. The creditors have recouped more of their investment than many people imagined. I could not be happier," said McHale. The total excludes a $2.1 million bid for the Red Rose Inn & Suites in Plant City, Fla., which was rejected. "We have some people interested in buying the inn, and we still hope to get it sold, but we've just had our hands full up to this point conducting the auctions and getting the deals done," said Wise. Murray Wise Associates LLC, headquartered in Champaign, Ill., with additional offices in Florida and Iowa, is a national agricultural real estate marketing and financial advisory firm. About East Coast Brokers East Coast Brokers & Packers, Inc., along with four related entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-02894) in Tampa, Florida, on March 6, 2013. East Coast Brokers & Packers disclosed $12,663,307 in assets and $75,181,975 in liabilities as of the Chapter 11 filing. Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the Debtors. Steven M. Berman, Esq., and Hugo S, deBeaubien, Esq., at Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors' proposed special counsel. In June 2013, the bankruptcy court approved the appointment of Gerard A. McHale, Jr., to serve as Chapter 11 trustee. MLIC Asset Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court to appoint a Chapter 11 trustee, or, in the alternative, dismiss the Debtors' Chapter 11 cases. According to the MLIC entities, the Debtors, among other things had mishandled the potential rents from employees, failed to pay taxes, failed to maintain insurance, has inadequate security regarding the Debtors' personal and real property, and delayed the filing of schedules and reports required under the Bankruptcy Code. Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee, Fla., represents the Chapter 11 trustee as counsel. EASTMAN KODAK: Court Sets Oct. 18 Deadline for Filing Admin Claims ------------------------------------------------------------------ U.S. Bankruptcy Judge Allan Gropper set an October 18 deadline for creditors of Eastman Kodak Co. to file a request for payment of general administrative claims against the company. Judge Gropper also approved the procedures for filing requests for payment of claims. 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. EDISON MISSION: Seeks Parent's Cooperation with Investigation ------------------------------------------------------------- Jacqueline Palank, writing for Daily Bankruptcy Review, reported that Edison Mission Energy and its creditors say parent Edison International is blocking their probe into allegations that the parent orchestrated a value-grabbing scheme ahead of Edison Mission's bankruptcy filing. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors other than Camino Energy Company are represented by: David R. Seligman, P.C., Esq. James H.M. Sprayregen, P.C., Esq. Sarah Hiltz Seewer, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 - and - Joshua A. Sussberg, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Counsel to Debtor Camino Energy Company is: David A. Agay, Esq. Joshua Gadharf, Esq. MCDONALD HOPKINS LLC 300 North LaSalle, Suite 2100 Chicago, IL 60654 Telephone: (312) 280-0111 Facsimile: (312) 280-8232 Perella Weinberg Partners, LP is acting as the Debtors' financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at PERKINS COIE LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. EL FARMER: Hearing on Plan Outline Scheduled for Nov. 6 ------------------------------------------------------- The hearing to consider the approval of the disclosure statement for El Farmer, Inc.'s Chapter 11 Plan of Reorganization dated July 29, 2013, is scheduled for Nov. 6, 2013, at 9:00 a.m. The Debtor's deadline to file an amended Plan and Disclosure Statement is on Sept. 30, 2013. The Court's scheduling order also provided the Debtor five days to file an application for use of cash collateral with the corresponding projections. As reported in the TCR on Aug. 22, 2013, El Farmer, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Proposed Plan of Reorganization and explanatory Disclosure Statement on July 29, 2013. Pursuant to the Plan, general unsecured creditors will receive a distribution of 5% of their allowed claims to be distributed at $4,396 per month for 96 months. General unsecured claims filed in the case total $54,926.79. BPPR's unsecured portion is $6,592,679. With respect to BPPR's Secured Claim of $11,641,429, the Debtor will pay the value of collateral determined as $5,048,750 at the rate of $36,092 in 180 equal monthly installments. The balance will be treated as a general unsecured claim. Payments and distributions under the Plan will be funded from the Debtor's postpetition income from the operation of the business. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/elfarmer.doc120.pdf About El Farmer El Farmer, Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-09687) in Old San Juan, Puerto Rico on Dec. 7, 2012. The Debtor scheduled $18.3 million in assets and $12.0 million in liabilities, including $11.0 million owed to secured creditor Banco Popular De Puerto Rico. The Debtor owns farm lands in Isabela, Puerto Rico. Modesto Bigas Mendez, Esq., at Bigas & Bigas, in Ponce, P.R., represents the Debtor as counsel. EXCEL MARITIME: Creditors Push For Chair's Docs In Fraud Probe -------------------------------------------------------------- Law360 reported that creditors of Excel Maritime Carriers Ltd. on Sept. 5 urged a bankruptcy court to force the Greek dry bulk shipper's chairman to hand over documents from other entities he controls as part of an investigation into any potentially fraudulent transfers. According to the report, the official committee of unsecured creditors, which has battled Excel throughout its two-month bankruptcy, claims the company has refused to comply with discovery orders that included document requests from Chairman Gabriel Panayotides' other entities, which the creditors say are run out of the same office as Excel. About Excel Maritime Based in Athens, Greece, Excel Maritime Carriers Ltd. -- http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportation services for dry bulk cargoes, such as iron ore, coal and grains, as well as bauxite, fertilizers and steel products. Excel owns a fleet of 40 vessels and, together with 7 Panamax vessels under bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax, 21 Panamax, 2 Supramax and 5 Handymax vessels) with a total carrying capacity of approximately 3.9 million DWT. Excel Class A common shares have been listed since Sept. 15, 2005, on the New York Stock Exchange (NYSE) under the symbol EXM and, prior to that date, were listed on the American Stock Exchange (AMEX) since 1998. The company blamed financial problems on low charter rates. The balance sheet for December 2011 had assets of $2.72 billion and liabilities totaling $1.16 billion. Excel owes $771 million to secured lenders with liens on almost all assets. There is $150 million owing on 1.875 percent unsecured convertible notes. Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-bk- 23060) on July 1, 2013, in New York after signing an agreement where secured lenders owed $771 million support a reorganization plan filed alongside the petition. Excel, which sought bankruptcy with a number of affiliates, has tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC, as investment banker; and Global Maritime Partners Inc., as financial advisor. A five-member official committee of unsecured creditors was appointed by the U.S. Trustee. FAIRMONT GENERAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Fairmont General Hospital, Inc. 1325 Locust Avenue Fairmont, WV 26554 Bankruptcy Case No.: 13-01054 Affiliate that filed separate Chapter 11 petition: Debtor Case No. ------ -------- Fairmont Physicians, Inc. 13-01055 Chapter 11 Petition Date: September 3, 2013 Court: U.S. Bankruptcy Court Northern District of West Virginia (Clarksburg) Judge: Patrick M. Flatley Debtors' Counsel: Rayford K. Adams, III, Esq. SPILMAN THOMAS & BATTLE, PLLC 110 Oakwood Drive, Suite 500 Winston-Salem, NC 27103 Tel: (336) 725-4710 Fax: (336) 725-4476 E-mail: tadams@spilmanlaw.com - and ? David R. Croft, Esq. SPILMAN THOMAS & BATTLE, PLLC 1233 Main Street, Suite 4000 P.O. Box 831 Wheeling, WV 26003 Tel: (304) 230-6952 Fax: (304) 230-6951 E-mail: dcroft@spilmanlaw.com - and ? Michael S. Garrison, Esq. SPILMAN THOMAS & BATTLE, PLLC 48 Donley Street, Suite 800 P.O. Box 615 Morgantown, WV 26507-0615 Tel: (304) 291-7920 Fax: (304) 291-7979 E-mail: mgarrison@spilmanlaw.com Debtors' Financial Analyst: GLEASON & ASSOCIATES, P.C. Debtors' Claims and Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petitions were signed by Robert C. Marquardt, president and chief executive officer. Fairmont General Hospital's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wesbanco Trust and Investment Svcs -- $12,065,000 One Bank Plaza Wheeling, WV 26003 Medical Information Technology Inc.-- $1,262,698 Meditech Circle Westwood, MA 02090 Cardinal Health (Owen Healthcare) -- $1,208,562 21377 Network Place Chicago, IL 60673 Marriott Management Services Corp. -- $1,130,311 P.O. Box 905374 Charlotte, NC 29290-5374 Delphi of Team Health -- $567,495 P.O. Box 634850 Cincinnati, OH 45263 Cardinal Health (Allegiance) -- $303,683 Scientific/Hospital Divisions 2320 McGaw Road Obetz, OH 43207 Therex, Inc. -- $268,915 341 Cool Springs Boulevard, Suite 450 FRANKLIN, TN 37067 Diamond Healthcare Corporation -- $227,026 Allegheny Emergency Physicians, LLP-- $216,648 Premier Anesthesia, LLC -- $209,910 Central Blood Bank -- $192,493 The Shams Group Inc. -- $189,045 United Hospital Center Inc. -- $188,150 Insight Health Corp. -- $171,848 Healthcare Services -- $154,679 Management, Inc. Microsoft Licensing, GP -- $145,970 Iatric Systems -- $144,732 Executive Health Resources, Inc. -- $133,674 Abbott Laboratories -- $131,650 Pharmalogic Ltd. -- $122,869 FLORIDA GAMING: Obtains Order Establishing Trading Procedures ------------------------------------------------------------- Florida Gaming Corporation on Sept. 6 disclosed that the U.S. Bankruptcy Court has entered an order establishing procedures for trading in the company's common stock that are designed to assist the company in preserving its net operating losses. On August 30, 2013, the U.S. Bankruptcy Court for the Southern District of Florida granted a motion and entered an order on the docket, designed to assist the company in preserving its net operating losses by prohibiting certain transfers of equity interests in the company. The order will remain in effect until the Bankruptcy Court holds a hearing to reconsider the appropriateness of the interim relief. A final hearing is currently set for September 11, 2013. In general, the order requires that any person seeking to acquire ownership of more than 4.9% of the company's common stock, before such acquisition, file with the Bankruptcy Court and serve on the "Notice Parties" named in the order (i) a Declaration of Intent to Purchase, Acquire or Otherwise Accumulate Common Stock and (ii) a motion to approve any such contemplated transaction. The company (or any other interested party) would then have the right to object to the proposed acquisition. 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. FLORIDA NEUROLOGIC INSTITUTE: Emerges From Bankruptcy ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Florida Institute for Neurologic Rehabilitation Inc. emerged late last week from a Chapter 11 reorganization begun in January. The bankruptcy was designed to prevent lender Regions Bank, owed $31 million on a real estate loan, from having a receiver appointed in state court. The bank said it hadn't been paid since August 2012. According to the report, the loan reduced to $30 million, the bank was given a new secured note due in five years. Interest at 4.5 percent will be paid, along with amortization of principal on a 30-year schedule. Unsecured creditors will receive half of excess cash flow in annual payments over five years. Existing ownership remains intact. The bankruptcy court in Tampa, Florida, signed a confirmation order in late August approving the plan. Florida Institute for Neurologic Rehabilitation Inc. and Traumatic Brain Education Adult Community Home Inc., sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 13-00102 and 13-00097) on Jan. 4, 2012. Craig I Kelley, Esq., at Kelley & Fulton, P.A., in West Palm Beach, Florida, serves as counsel. FINR estimated under $50,000 in assets and at least $1 million in liabilities. Traumatic Brain estimated under $50,000 in assets and up to $500,000 in liabilities. FORD MOTOR: S&P Raises Issuer Credit Rating From 'BB+' ------------------------------------------------------ Standard & Poor's Ratings Services raised its issuer credit ratings on Ford Motor Co. (Ford) and Ford Motor Credit Co. LLC (Ford Credit) to 'BBB-' from 'BB+', and revised the outlook on both companies to stable from positive. S&P simultaneously withdrew its '3' recovery rating on Ford's senior unsecured debt because it do not assign recovery ratings to the issues of investment-grade companies. "We also raised the long-term counterparty credit rating on FCE Bank PLC (FCE), Ford Credit's U.K. incorporated bank, to 'BBB' from 'BBB-'. The outlook on FCE's rating is negative, reflecting the negative trend that we have assigned to U.K. banking industry risk. We currently have a one-notch differential between the ratings on FCE and its parent, which reflects FCE's regulated status, 'bbb' stand-alone credit profile, and proven ability to access funding independently of its parent. If our assessment of U.K. banking industry risk were to worsen, we would also lower our assessment of FCE's stand-alone credit profile and, therefore, the rationale for FCE to be rated higher than its parent would no longer apply," S&P said. "The upgrade reflects our expectation that Ford's credit measures will improve meaningfully as a result of its solid performance in North America and improved pension funding status, as well as our view that Ford's efforts to better diversify its profits across geographies are on track," said credit analyst Dan Picciotto. S&P also believes Ford's progress in consolidating vehicles onto global platforms will improve profitability across the company's vehicle mix, and that it has maintained good traction with customers in the important North America market. The depressed European auto market continues to make that region Ford's worst performer, but S&P believes Ford's restructuring efforts and recent gains in retail market share (for instance, the company reported retail share in Europe of about 8.4% in the second quarter of 2013, an improvement of about two percentage points year over year) provide evidence that it can return to eventual profitability. The upgrade also recognizes Ford's recent strong sales growth in China, which is helping bolster its Asia-Pacific and Africa segment to an expected profit this year, and Ford's reasonable performance in South America despite a variety of trade, tariff, and foreign exchange issues, and greater production capacity in the industry. Standard & Poor's rating on Michigan-based Ford reflects its revised assessment of Ford's business risk profile as "satisfactory" (previously "fair") and its financial risk profile as "intermediate" (previously "significant"). The reassessment of the business risk profile primarily reflects Ford's strong performance in North America, S&P's belief that the company is on track to diversify its profits geographically over time, and its large, profitable Ford Credit captive finance unit. S&P expects Ford Credit will continue to be solidly profitable, partly because of higher sales volumes, still-strong industrywide used-vehicle prices (limiting costs related to lease residuals), and low credit losses. The financial risk profile reassessment to "intermediate" primarily reflects S&P's expectation that Ford's credit measures will improve to levels commensurate with this assessment in the next year, including adjusted debt to EBITDA of 2x-3x. S&P expects a substantial reduction in unfunded pension obligations (which S&P includes as debt-like obligations) this year due to cash contributions and a higher discount rate on these liabilities. Evidence of Ford's solid performance in North America includes its reported segment margin of more than 10% in the first half of 2013, which S&P considers very good. S&P's expectations for the U.S. market include: -- The U.S. economy will continue its fragile recovery, with GDP growth of 1.7% in 2013 and 2.9% in 2014; -- The housing market will continue to rebound (to 1.23 million units in 2014, up about 30% year on year), which S&P believes will support demand in the profitable full-size pickup truck market; and -- S&P's base case assumes U.S. industry light-vehicle sales will improve to 15.6 million units in 2013 and 16.1 million units in 2014. S&P believes the company will maintain a good competitive position in the U.S. (including the no. 2 market share), which, along with its improved cost base, supports prospects for generating free cash flow and profits in its automotive manufacturing business. S&P expects Ford to remain meaningfully profitable in its economist's downside case, which implies light-vehicle sales in the U.S. of 14.9 million in 2013 and 14.1 million in 2014. S&P assumes automakers competing in the U.S. market will generally continue a disciplined approach to production and inventory levels relative to sales, largely avoiding excess inventories or sharply higher incentives. "We expect the company will report losses through at least 2014 in Europe, but we believe restructuring actions and product investments will improve profitability when the market rebounds from currently depressed levels. We assume any losses or cash use in Europe will not become substantial enough to affect the ratings if other markets, especially North America, remain on track. We believe strong product renewal programs should support good performance in North America. We believe the Asia-Pacific and Africa segment is on track for sustained profits largely due to improving sales volumes in China. We assume Ford can sustain its pretax EBIT margin in the upper-single-digit percentage area in North America and in the mid-single-digit area for its overall automotive operations," S&P said. S&P believes underlying industry and business risks persist, most notably: -- Exposure to persistent industry risks, including volatile demand, high operating leverage, and limited pricing power; -- The eventual return in North America to more typical levels of industry volatility in sales and production; -- Ford's still-high dependence on light trucks, particularly full-size pickups, for profitability in North America, although new car introductions in recent years have fared well; and -- The potential loss of traction with customers given recent deterioration in third-party quality studies largely related to issues surrounding its My Ford Touch infotainment system. S&P assess Ford's management and governance as "satisfactory," as defined by S&P's criteria. S&P considers Ford's strategic positioning to be positive and believes the consistency of its strategy has been good. The rating outlook is stable. S&P expects Ford's credit measures will improve toward levels appropriate for the 'BBB-' rating, which include adjusted debt to EBITDA of 2.5x and free operating cash flow to adjusted debt of 15%, by the end of 2014. Standard & Poor's base-case expectations for 2013 include meaningful improvement in pension underfunding (due to a higher discount rate and cash contributions) and about 10% revenue growth. S&P expects modest growth in 2014 and that pretax margins will remain at least 5%. S&P expects automotive free operating cash flow will exceed $4 billion in 2013 and be around $4 billion or higher in 2014. S&P could raise the ratings if it expects Ford will diversify its profits across regions, including definitive prospects for sustainable profits in Europe. S&P would expect pretax automotive profit margins to be at least in the mid-single digits. For a higher rating, S&P would expect Ford to sustain debt to EBITDA of less than 2.5x and automotive free cash flow to adjusted debt of 20% or more. S&P would also expect the company to maintain prudent levels of liquidity comparable to the about $30 billion or more at the automotive parent that exists today. In addition, S&P would expect Ford Credit to be profitable and continue to demonstrate underwriting standards consistent with an investment- grade rating. S&P could lower the ratings if adverse economic or competitive developments (e.g., a prolonged sales decline, overproduction, excess inventory, increased incentives, or unfavorable shifts in customer demand) reduced the prospects for profitability and positive free operating cash flow, or if Ford were to use a substantial amount of cash in its automotive operations over multiple quarters. In a downturn scenario, S&P could lower the ratings if it expected free operating cash flow to be meaningfully negative and the company's liquidity position was not sufficient to easily manage through the weakness. This would likely require Ford to maintain at least $20 billion of automotive liquidity unless S&P was confident that a turnaround was underway. Against the backdrop of fairly healthy market conditions, we could lower the ratings if, due to deterioration in Ford's competitive position or a more aggressive financial policy, S&P expected the company's credit measures to deteriorate and remain weak (e.g., if the company's adjusted debt to EBITDA remained more than 3x). FULL SERVICE: Case Summary & 5 Unsecured Creditors -------------------------------------------------- Debtor: Full Service Self Storage, LLC 306 W. El Norte Parkway #417 Escondido, CA 92026 Bankruptcy Case No.: 13-08998 Chapter 11 Petition Date: September 5, 2013 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Louise DeCarl Adler Debtor's Counsel: Bruce A. Wilson, Esq. BRUCE A. WILSON, APLC 2031 Fort Stockton Drive San Diego, CA 92103 Tel: (619) 497-0627 Fax: (619) 497-0628 E-mail: Brucewils@aol.com Scheduled Assets: $1,806,225 Scheduled Liabilities: $2,984,218 A list of the Company's five largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/casb13-8998.pdf The petition was signed by Susan Smith, manager. FURNITURE BRANDS: Files Voluntary Chapter 11 Bankruptcy Petition ---------------------------------------------------------------- Furniture Brands International and certain of its wholly-owned subsidiaries on Sept. 9 disclosed that it has filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Company also announced today that in conjunction with the filing, it is pursuing a sale process under Section 363 of the Bankruptcy Code. To this end, Furniture Brands has entered into an asset purchase agreement with affiliates of funds managed by Oaktree Capital Management L.P., which it intends to submit to the Court. Under the agreement, Oaktree will acquire substantially all of the assets of Furniture Brands except the company's Lane business, through a Court-supervised auction process, subject to Bankruptcy Court approval and certain other conditions. This bid will serve as a starting point for a sale process for the company, which may include other bidders. In addition, the Company is engaged in a process to evaluate sale alternatives for the Lane business, and has received several indications of interest from potential acquirers. Oaktree is a leading institutional investor with deep experience working with companies in situations similar to Furniture Brands. Furniture Brands also disclosed that it has received a commitment from Oaktree for $140 million in Debtor-in-Possession (DIP) financing, including $50 million of new liquidity. The new facility, which is subject to court approval, will enable the Company to operate business uninterrupted and continue to meet its financial obligations, including the timely payment of employee wages and benefits, continued servicing of customer orders and shipments, and other obligations. "After careful consideration of a range of alternatives, we firmly believe that our Chapter 11 process represents the best long-term solution for Furniture Brands to address its liquidity challenges, strengthen its operations and continue to provide our customers with the highest quality products and service that they have come to expect from us," said Ralph Scozzafava, Chairman of the Board and CEO of Furniture Brands. "Our portfolio includes some of the most well respected brands in the furniture industry, and we are pleased to be partnering with Oaktree, which has deep experience working with Furniture Brands and other companies in our industry. We are highly confident that as a result of these actions, we will protect our valuable franchise and emerge as an even stronger company." "We appreciate the continued support of our customers and suppliers during this process. We value our relationships with them and look forward to continuing those relationships for many years to come," said Mr. Scozzafava. "We also appreciate the dedication and loyalty of our talented employees, whose support is, and always will be, critical to our success and to the future of the Company." Miller Buckfire and Company, LLC is acting as investment banker for the Company; Alvarez and Marsal North America, LLC is acting as restructuring advisor and Paul Hastings LLP is the Company's legal counsel. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engages in the 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. 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. FURNITURE BRANDS: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------------- Nineteen affiliated entities filing separate Chapter 11 petitions: Debtor Case No. ------ -------- Furniture Brands International, Inc. 13-12329 1 N. Brentwood Blvd. St. Louis, MO Action Transport, Inc. 13-12331 Broyhill Furniture Industries, Inc. 13-12332 Broyhill Home Furnishings, Inc. 13-12333 Broyhill Retail, Inc. 13-12334 Broyhill Transport, Inc. 13-12335 Furniture Brands Holdings, Inc. 13-12337 Furniture Brands Operations, Inc. 13-12338 Furniture Brands Resource Company, Inc. 13-12339 HDM Furniture Industries, Inc. 13-12340 HDM Retail, Inc. 13-12341 HDM Transport, Inc. 13-12342 Lane Furniture Industries, Inc. 13-12343 Lane Home Furnishings Retail, Inc.. 13-12344 Laneventure, Inc. 13-12345 Maitland-Smith Furniture Industries, Inc. 13-12350 Thomasville Furniture Industries, Inc. 13-12351 Thomasville Home Furnishings, Inc. 13-12352 Thomasville Retail, Inc. (F/K/A Classic Design Furnishings, Inc.) 13-12354 Description of the Business: Furniture Brands International Inc. is a world leader in designing, manufacturing, sourcing and retailing home furnishings. Chapter 11 Petition Date: September 9, 2013 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Christopher S. Sontchi Debtors' Counsel: YOUNG CONAWAY STARGATT & TAYLOR, LLP M. Blake Cleary, Esq. Jaime Luton Chapman, Esq. Andrew L. Magaziner, Esq. Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - and - PAUL HASTINGS LLP Luc A. Despins, Esq. Leslie A. Plaskon, Esq. James T. Grogan, Esq. Park Avenue Tower 75 East 55th Street, First Floor New York, NY 10022 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 Debtors' Restructuring Advisors: Alvarez and Marsal North America LLC Debtors' Investment Banker: Miller Buckfire & Co., LLC Debtors' Claims & Noticing Agent: Epiq Systems Inc. Total Assets as of 06/29/13: $546,732,000 Total Debts as of 06/29/13: $550,132,000 The petitions were signed by Vance C. Johnston, the company's chief financial officer. Consolidated list of creditors holding the 30 largest unsecured claims: Entity Nature of Claim Amount of Claim ------ --------------- --------------- Pension Benefit Guaranty Pension Unliquidated Corporation 1200 K Street NW #340 Washington DC 20005 Fax: 202-326-4112 202-326-4047 LF Products Pte Ltd Trade Debt $2,518,722 PO Box 151750 Alexandria, VA 22315-1750 Fax: 202-326-4112 202-326-4047 Zhejiang Ausen Industry Trade debt $2,373,620 Co. Ltd. 10 Raeburn Park 03 08 Block A Singapore, 88702 Singapore E-mail: cherylwong@sin.lfcentennial.com Shenzhen Polygrace Trade debt $1,656,766 (Leather Miracles) No 6 Hengshan Road Haining Zhejiang, China Fax: 86-573-87385111 Yash Technologies Pvt ltd Trade debt $1,489,825 c/o Leather Miracles LLC 3350 20th Ave SE Hickory, NC 28602 Fax: 828-464-7447 Fookyik Furniture Trade debt $1,403,763 International Co. Ltd. 605 17th Ave East Moline, IL 61244 Penske Truck Leasing Trade debt $1,208,170 Rua Alegria No 93-A-109 17 Andar B Ed Fok Seng Kok Macau China Fax: 86 760 86503639 Trade debt $1,208,170 86 760 853217221 Stein Fibers Trade debt $989,142 PO Box 532658 Atlanta, GA 30353-2658 Fax: 610-775-2449 Haining Kareno Trade debt $962,135 Milberg Factors Inc. 99 Park Avenue New York, NY 10016 Fax: 518 489 5713 Nippin Yusen Kabushi (NYK) Trade debt $954,572 Xinzhuang Village Xiashi Town Haining City, 31440 CHINA Fax: 86 573 872 18205 Watkins & Shepard Trade debt $903,470 C/o NYK Services NA Inc PO Box 3480 Cordova, TN 38088 Fax: 630 435 3240 Haining Nicelink Furniture Trade debt $887,708 PO Box 5328 Missoula, MT 59806-5328 Fax: 406 721 4116 Horizon Retail Construction Trade debt $873,424 N 6400 Hwy 10W Missoula, MT 59808 Fax: 406 721 4116 Rocktenn CP LLC Trade debt $827,268 North Huanzhen Rd Changan Town Haining City Zhejiang Province, China Fax: 86 573 57428801 Der Cheng Furniture Trade debt $688,897 (Shenzhen) Co. Ltd. 1500 Horizon Dr Sturtevant, WI 53177-2066 Fax: 262-638-6015 Georgia-Pacific Wood Products Trade debt $651,526 1120 E Clarendon Drive Dallas, TX 75284-0865 Fax: 214-941-8048 Hickory Springs Mfg Co Trade debt $589,044 No 2, 139 Lane Feng Nien Road Feng Yuan City Taichung Hsien, Taiwan Omexey Home Furnishing Corp Trade debt $588,876 Vietnam 133 Peachtree Street, NE Atlanta, GA 30303 Fax: 404 749 2454 Culp Trade debt $586,454 PO Box 9237 Hickory, NC 28603 Fax: 828-322-7168 Nihao Furniture Manufacturing Trade debt $582,892 O/B Times Pacific Limited Tan Hiep Village, Tan Uyen District Binh Duong Province, 72000 Vietnam Dongguan Yihao Furniture Trade debt $566,296 Co. Ltd 1823 Eastchester Drive High Point, NC 27265 Fax: 336-889-7246 Shayne International Trade debt $562,925 A-25 5399 Waiqingsong Road Qingpu Shanghai, 201707 China Fax: 336-889-7246 Pilot Travel Centers LLC Trade debt $541,788 Cut and Sewn Fabric PO Box 751007 Charlotte, NC 28275 Fax: 336-889-7246 NYK Logistics Trade debt $539,330 PO Box 2686 High Point, NC 27261 Fax: 336-889-7246 Standard Register Co Trade debt $531,702 Processing Zone, Beiqing Road, Shanghai 20707 China Fax: 336-889-7246 MOL America Inc. Trade debt $510,604 Baolian Industrial Zone Gaobu Town Dongguan Guangdone, 52328 China Fax: 86 755 33203719 Independent Furn Supply Trade debt $476,753 Datanglang District Dalingshan Town Dongguan City, Guangdong Province, China Superwood Trade debt $470,595 Landmark Square 3rd Floor 64 Earth Close PO Box 30592 Grand Cayman Islands K71-1203 Cayman Islands Yang Ming Marine Transport Trade debt $463,760 5580 Lonas Drive Knoxville, TN 37909 Fax: 865-450-2800 Green River Furniture Corp Trade debt $452,960 PO Box 10146 Knoxville, TN 37939-0146 Fax: 865-450-2800 GENERAL MOTORS: S&P Revises Outlook to Positive & Affirms 'BB' ICR ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlooks on General Motors Co. (GM) and General Motors Financial Co. Inc. (GM Financial) to positive from stable and affirmed its issuer credit ratings on the companies. The corporate credit rating on GM is 'BB+' and the issuer credit rating on GM Financial is 'BB'. "The outlook revision reflects the potential for an upgrade by the end of 2014 if the performance of GM's overall automotive operations continues to improve and its expansion of GM Financial progresses smoothly," said credit analyst Dan Picciotto. S&P will monitor GM's ability to maintain market share and profitability in North America (including automotive EBIT margins in the mid- to high-single digits), sustain its strong position in China, and demonstrate a pathway to profitability in Europe. Other considerations will include its ability to navigate evolving market conditions in South America, continued progress on consolidating its sales onto global vehicle platforms, and its ability to avoid higher vehicle incentives. The scope of GM's captive finance unit, GM Financial, is expanding through the acquisition of certain of Ally Financial Inc.'s international operations, some of which have yet to close (Brazil and China). S&P considers GM Financial a strategically important subsidiary of GM, which boosts the long-term issuer credit rating on GM Financial by two notches to 'BB', above the 'b+' stand-alone credit profile. To equalize the ratings between the two companies, S&P would need to reassess the designation of GM Financial to a core captive subsidiary. Factors S&P assess include, among others, the scale, diversity, and penetration rate of GM Financial's operations relative to GM; the financial link between the two entities; the finance unit's performance record; and the level of support that GM may likely extend to its captive unit. "We are revising the company's financial risk profile assessment to "intermediate" (from "significant") to reflect our expectation that GM's credit measures will be commensurate with this designation in the next year, including adjusted debt to EBITDA of 2x-3x. We expect this improvement will be partly due to a meaningful reduction in pension underfunding as a result of higher discount rates. Pension and postretirement underfunding comprise the majority of our total adjusted debt calculation. Furthermore, we expect GM to be in a position to reduce its debt obligations (such as the $6.9 billion series A preferred stock at the end of 2014) while maintaining what we consider "strong" liquidity," S&P said. The 'BB+' corporate credit rating on Detroit-based GM is based on its status as a U.S. government-related entity (GRE) and, therefore, reflects S&P's opinion of the automaker's 'bb+' stand- alone credit profile because it believes the likelihood of extraordinary government support is low, as defined under S&P's GRE criteria. S&P views GM as a GRE under our criteria because of the U.S. Treasury's approximately 14% ownership (as of June 5, 2013), even though the majority of GM is now publicly held and the government has indicated plans that it will exit its investment by April 2014. S&P will review this conclusion as GM's shareholder ownership structure evolves; however, even now, S&P views the link between GM and the U.S. Treasury as limited because it expects the Treasury's ownership to decline over time. Additionally, S&P also views GM's importance to the government, under its GRE criteria, as limited. S&P describes GM's business risk profile as "fair." The North American segment comprises the substantial majority of GM's profit (more than 85% of 2012 reported adjusted EBIT). S&P's expectations for the U.S. market include: -- The U.S. economy will continue its fragile recovery, with GDP growth of 1.7% in 2013 and 2.9% in 2014; -- The housing market will continue to rebound (to 1.23 million units in 2014, up about 30% year on year), which S&P believes will support demand in the profitable full-size pickup truck market; and -- S&P's base case assumes U.S. industry light-vehicle sales will improve to 15.6 million units in 2013 and 16.1 million units in 2014. S&P believes the company will maintain a good competitive position in the U.S. (including the no. 1 market share), which, along with its improved cost base, supports prospects for generating free cash flow and profits in its automotive manufacturing business. S&P expects GM to remain meaningfully profitable in its economist's downside case, which implies light-vehicle sales in the U.S. of 14.9 million in 2013 and 14.1 million in 2014. S&P assumes automakers competing in the U.S. market will generally continue a disciplined approach to production and inventory levels relative to sales, largely avoiding excess inventories or sharply higher incentives. In S&P's view, GM is on track to capitalize on its improved cost structure as a result of ongoing new product launches as it seeks to refresh 90% of its vehicle portfolio in North America by 2016. Because many of its new, higher-margin vehicle launches (pickup trucks) will likely benefit from the uptick in the housing market, the company may be able to boost its EBIT margins there. GM reported lower losses in Europe in the first half of 2013 (year over year), but that was partly due to a reduced depreciation and amortization expense for the segment following a $5.5 billion long-lived asset impairment charge taken in the fourth quarter of 2012. In S&P's view, GM's greatest challenge remains improving its profitability in Europe, given the difficulties in lowering the cost structure, excess capacity, and the weak economy. Nonetheless, S&P feels the company's restructuring efforts, which include balancing capacity across regions, and its strategic alliance with Peugeot (GM entered into this alliance in February 2012; it owns about 7% of Peugeot's equity) set the stage for potentially better results down the road, as long as GM can also maintain traction with consumers. GM's leading position in China (it has more than 14% market share through various joint ventures) is a key strength in S&P's "fair" assessment of its business risk profile. China is the world's biggest light-vehicle market (S&P expects more than 20 million units will be sold in 2013) and GM's joint ventures are profitable there, with about 10% net income margin and about $1.5 billion of equity earnings in joint ventures in 2012. GM's South American operations are marked with good market share in Brazil, the region's largest market (GM's market share in Brazil is about 17% and it is the no. 3 player in the region), but profitability is low, in S&P's view, partly because of aggressive industry capacity additions and competition in Brazil. S&P believes underlying industry and business risks persist, most notably: -- Exposure to persistent industry risks, including volatile demand, high operating leverage, and limited pricing power; -- The eventual return in North America to more typical levels of industry volatility in sales and production; -- GM's still-high dependence on light trucks, particularly full-size pickups, for profitability in North America, although new car introductions in recent years have fared well; -- GM Financial's expansion, which S&P believes carries some execution risks; and -- The execution risks linked to improving capacity utilization across Europe and sustaining a globally competitive product portfolio, through more global platforms, over the next several years. S&P assess GM's management and governance as "fair," as defined by its criteria. S&P believes the company's overall strategy has been somewhat less consistent than its peers, but this does not limit its rating or the potential for an upgrade of the company. The rating outlook is positive, reflecting an at least one-in- three chance of an upgrade by the end of 2014. S&P believes GM's credit measures will improve toward levels appropriate for a higher rating over the next year or so, including adjusted debt to EBITDA of 2.5x and automotive free operating cash flow to adjusted debt of about 15%. Standard & Poor's base-case expectations are for low- to mid-single-digit revenue growth from GM's automotive operations over the next few years and modest improvement in operating margin. S&P expects automotive free operating cash flow to exceed $3 billion in 2013 and anticipate further improvement in 2014. S&P's could raise the ratings one notch if, along with improved credit measures, S&P reassess the business risk profile to "satisfactory" from "fair." Supportive factors to revise this assessment favorably would include confidence that GM's operations will be consistently profitable by sustaining mid- to high-single- digit automotive EBIT margins in North America, that GM will maintain a strong position in the Chinese market, and that it will address losses in Europe over the next several years. S&P will also monitor for successful expansion of the company's finance unit, GM Financial. Other considerations will include GM's ability to navigate evolving market conditions in South America, continued progress on consolidating its sales onto global vehicle platforms, and its ability to avoid higher vehicle incentives. S&P could revise the outlook back to stable if adverse economic or competitive developments (e.g., a prolonged sales decline, overproduction, excess inventory, increased incentives, or unfavorable shifts in customer demand) reduced the prospects for profitability and positive free operating cash flow, or if GM were to use a substantial amount of cash in its automotive operations over multiple quarters. Despite challenges in Europe, S&P continues to view GM's prospects for 2013 and 2014 as manageably above its articulated threshold for a possible downgrade at the current rating level. GIBRALTAR KENTUCKY: Court Refuses to Approve Disclosure Statement ----------------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, stated in an order dated Sept. 5, 2013, that he will not enter an order approving the disclosure statement explaining Gibraltar Kentucky Development, LLC's Chapter 11 Plan until the motion to replace the Debtor's contract with Hagerty Group, LLC, with a contract with Capp Oil and Drilling, LLC, is disposed of. Judge Kimball stated that the outcome of the hearing on the Motion may have an effect on the Plan and Disclosure Statement. About Gibraltar Kentucky Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in West Palm Beach, Florida. Palm Beach Gardens-based Gibraltar Kentucky says that it is not a small business debtor under 11 U.S.C. Sec. 101(51D). Documents attached to the petition indicate that McCaugh Energy LLC owns 42.15% of the "fee simple" securities. Headquartered in Palm Beach Gardens, Florida, Gibraltar Kentucky is a coal, gas and oil development and mining operation with holdings and reserves in excess of $100 million. The Company owns approximately 500 acres in Lawrence County Kentucky that has eighty plus old oil wells with production facilities. The Company also has oil and gas leases in several counties in Kentucky together with mineral interests in coal reserves. Judge Erik P. Kimball presides over the case. The Debtor disclosed $175,395,449 in assets and $1,193,516 in liabilities as of the Chapter 11 filing. The petition was signed by Bill Boyd, as manager. Steven R. Turner, Trustee for Region 21, has informed the Court that, until further notice, he will not appoint a committee of creditors. David L. Merrill, Esq., and K. Drake Ozment, Esq., at Ozment Merrill, in West Palm Beach, Fla.; and Tina M. Talarchyk, Esq., at The Talarchyk Firm, in Palm Beach, Florida, serve as counsel to the Debtor. GRAND GATES: Case Summary & 7 Unsecured Creditors ------------------------------------------------- Debtor: Grand Gates, Inc. 11310 NE 49th St Ste 103 Vancouver, WA 98682 Bankruptcy Case No.: 13-45710 Chapter 11 Petition Date: September 5, 2013 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Brian D. Lynch Debtor's Counsel: Timothy J. Dack, Esq. 1014 Franklin Street, Suite 102 P.O. Box 61645 Vancouver, WA 98666 Tel: (360) 694-4227 E-mail: bkfile@dackoffice.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $0 to $50,000 A copy of the Company's list of its seven unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/wawb13-45710.pdf The petition was signed by Chuan Chen Hung, president. GREEN INNOVATION: Incurs $869K Net Loss in Second Quarter --------------------------------------------------------- Green Innovations Ltd. filed its quarterly report on Form 10-Q, reporting a net loss of $869,464 on $437,940 of net revenue for the three months ended June 30, 2013, compared to $0 net loss on $nil revenue for the same period last year. The Company reported a net loss of $2.07 million on $599,645 of revenue for the six months ended June 30, 2013, compared to $0 net loss on $nil revenue for the corresponding period in 2012. The Company's balance sheet at June 30, 2013, showed $3.05 million in total assets, $1.40 million in total liabilities, and stockholders' equity of $1.65 million. "The Company sustained net losses of $2,066,361 and used cash in operating activities of $1,039,242 for the six months ended June 30, 2013. The Company had working capital, stockholders' equity and accumulated deficit of $1,001,484, $1,654,205 and $3,255,846, respectively, at June 30, 2013. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time." A copy of the Form 10-Q is available at http://is.gd/HL6xYU Cape Coral, Fla.-based Green Innovations Ltd. (OTC QB: GNIN) (OTC BB: GNIN) was formed to develop an Internet social website that catered to wine lovers. In August 2012, with the acquisition of Green Hygienics, Inc., the Company changed its operations to the business of importing and distributing bamboo-based hygienic products. The prior operations of the Company have been abandoned effective with the acquisition of Green Hygienics. GROVES IN LINCOLN: Second Amended Plan Effective ------------------------------------------------ The effective date of the confirmed Second Amended Chapter 11 Plan of The Groves in Lincoln, Inc., and The Apartments at the Groves, Inc., occurred on Aug. 21, 2013. The Plan was confirmed by the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, on the same date. On the Effective Date, Keith D. Lowey assumed control of the Debtors in his capacity as Plan Trustee. Mr. Lowey's contact information is: Keith D. Lowey Verdolino & Lowey, P.C. Pine Brook Office Park 124 Washington Street Foxborough, Massachusetts 02035 Tel: (508) 543-1720 The Debtors' attorneys are Daniel C. Cohn, Esq., and Ryan M. MacDonald, Esq., at Murtha Cullina LLP, in Boston, Massachusetts. About Groves in Lincoln The Groves in Lincoln Inc., along with affiliate The Apartments of the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case No. 13-11329) in Boston on March 11, 2013. David C. Turner signed the petition as president and CEO. Groves is a Massachusetts not-for-profit corporation organized in 2006 for the purpose of developing and operating a senior independent living facility in Lincoln, Massachusetts to be known as The Groves in Lincoln. This facility now consists of 168 independent living units on a 34-acre campus with a mix of apartments, cottages, and related common areas including community center, dining rooms, lounges, barbershop/beauty salon, library, fitness center and pool. Groves has 26 full-time employees and 22 part-time employees as of the bankruptcy filing. The Debtors tapped Murtha Cullina LLP as counsel, Verdolino & Lowey, P.C. as accountants and financial advisors, and RBC Capital Markets LLC as investment banker. The Official Committee of Unsecured Creditors is represented by George W. Tetler, III, Esq. HONG INVESTMENTS: Case Summary & 5 Unsecured Creditors ------------------------------------------------------ Debtor: Hong Investments, LLC 4790 Peachtree Ind. Blvd Ste 201 Berkeley Lake, GA 30071 Bankruptcy Case No.: 13-69440 Chapter 11 Petition Date: September 3, 2013 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Leslie M. Pineyro, Esq. JONES AND WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 E-mail: lpineyro@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/ganb13-69440.pdf The petition was signed by Seong-Hoon Hong, manager. HORIZON PHARMA: Incurs $18.4-Mil. Net Loss in Second Quarter ------------------------------------------------------------ Horizon Pharma, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $18.44 million on $12.25 million of net sales for the three months ended June 30, 2013, compared with a net loss of $22.78 million on $3.84 million of net sales for the same period last year. The Company reported a net loss of $40.61 million on $21.43 million of net sales for the six months ended June 30, 2013, compared with a net loss of $46.51 million on $6.36 million of net sales for the corresponding period in 2012. The Company's balance sheet at June 30, 2013, showed $158.51 million in total assets, $88.20 million in total liabilities, and stockholders' equity of $70.31 million. A copy of the Form 10-Q is available at http://is.gd/UaZvAO "The Company has incurred net operating losses and negative cash flows from operations since its inception. In order to continue its operations, the Company must generate sufficient revenue to meet the trailing twelve month net revenue covenants of its $60,000,000 senior secured loan facility with a group of institutional lenders and achieve profitable operations or it may be required to obtain additional debt or equity financing. There can be no assurance, however, that such financing will be available or on terms acceptable to the Company. "While the Company did meet the trailing twelve month net revenue covenants of its Senior Secured Loan as of the quarter ended June 30, 2013, should the Company not meet these quarterly minimum trailing twelve month net revenue covenants in the future, in addition to an increase in the interest rate payable under the loan facility, the lenders would have the right to demand repayment of the obligations under the loan. The Company also cannot predict whether the lenders would demand repayment of the outstanding balance of the loan if the Company was unable to meet the minimum quarterly trailing twelve month net revenue covenants. The inability to meet the covenants under the loan facility could have an adverse impact on the Company's financial position and results of operations. "These uncertainties and lack of commercial operating history raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/UaZvAO Deerfield, Ill.-based Horizon Pharma, Inc. (NASDAQ: HZNP) is a specialty pharmaceutical company that has developed and is commercializing DUEXIS and RAYOS/LODOTRA, both of which target unmet therapeutic needs in arthritis, pain and inflammatory diseases. HUNTER FAN: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Memphis, Tenn.-based Hunter Fan Co. to 'B' from 'B-'. The ratings outlook is stable. At the same time, S&P affirmed its issue-level ratings on the company's $133 million first-lien credit facility due 2017 at 'B+', and revised the recovery rating on it to '2' from '1', following the recent upsizing of the revolving credit facility. The '2' recovery rating indicates S&P's expectation of substantial (70% to 90%) recovery for debtholders in the event of payment default. Also, S&P raised its issue-level rating on the company's $55 million second-lien term loan to 'CCC+' from 'CCC'. The recovery rating on the second-lien term loan is unchanged at '6', which indicates S&P's expectation of negligible (0 to 10%) recovery for debtholders in the event of payment default. "The upgrade reflects Hunter Fan's sustained operating performance and credit measures, and liquidity that we expect will remain adequate during the next year," said Standard & Poor's credit analyst Stephanie Harter. "For the 12 months ended April 30, 2013, sales increased about 10%, reflecting growth at several key customers in the core ceiling fan product lines. We estimate that adjusted EBITDA margin remained flat as increased volume and cost improvements offset unfavorable sales mix of lower margin products." The ratings on Hunter Fan reflects S&P's view that it has a "highly leveraged" financial risk profile and a "vulnerable" business risk profile. The financial risk assessment incorporates S&P's view that the company's financial policies are aggressive because of its financial sponsor ownership, and its view that credit ratios will remain within the indicative ratio ranges for a highly leveraged financial profile. Key credit factors in S&P's business risk assessment include its view that the company has a very narrow business focus, significant customer concentration, and demand that is susceptible to the economy and home remodeling trends. S&P believes the company's sales are highly concentrated in the U.S., with the Hunter and Casablanca branded ceiling fans representing the majority of its sales. S&P views customer concentration as a risk because the company's top three customers contributed about two- thirds of its fiscal 2012 net sales. The company is also a small player in the highly fragmented U.S. home environment products industry, which it expects to exit in the near term due to continued underperformance. However, S&P estimates that Hunter has a significant share of the domestic ceiling fan market thanks to its longstanding relationships with customers and the well- known brand names. The outlook is stable, reflecting S&P's expectation that Hunter Fan will maintain adequate liquidity, including covenant cushion of at least 15%, and sustain its improved operating performance and adjusted EBITDA margins. As a result, S&P expects the company to sustain leverage near 5x over the next 12 months if the company meets our forecast above. INDUCHEM S E: Case Summary & 6 Unsecured Creditors -------------------------------------------------- Debtor: Induchem S E P.O. Box 364153 San Juan, PR 00936 Bankruptcy Case No.: 13-07337 Chapter 11 Petition Date: September 4, 2013 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Brian K. Tester Debtor's Counsel: Alexis Fuentes Hernandez, Esq. FUENTES LAW OFFICES, LLC P.O. Box 9022726 San Juan, PR 00902-2726 Tel: (787) 722-5216 Fax: (787) 722-5206 E-mail: alex@fuentes-law.com Scheduled Assets: $2,600,000 Scheduled Liabilities: $2,010,442 A copy The Company's list of its six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/prb13-07337.pdf The petition was signed by Domingo Pagan Ithier, administrator. INTERFAITH MEDICAL: Interns & Residents Object to DIP Motion ------------------------------------------------------------ The Committee of Interns and Residents/Service Employees International Union objects to Interfaith Medical Center, Inc.'s request to obtain postpetition financing, complaining that the DIP Motion effectively seeks not only the approval of debtor in possession financing by the Dormitory Authority of the State of New York, the use of DASNY's cash collateral and related relief, but also the transfer or sale of essentially all of the Debtor's real estate holdings, real and personal leases and executory contracts to either DASNY or DASNY's designee. Given this clearly contemplated transfer of assets out of the ordinary course of the Debtor's business, the CIR asserts that the U.S. Bankruptcy Court for the Eastern District of New York should review that portion of the Motion seeking approval of the transfers under Section 363(b) of the Bankruptcy Code, pursuant to the standards set forth in In re Lionel Corp., 722 F. 2d 1063 (2d Cir. 1983). Michael D. Brofman, Esq. -- MBrofman@WeissZarett.com -- at WEISS, ZARETT, BROFMAN & SONNENKLAR, P.C., in New Hyde Park, New York, represents the CIR. About Interfaith Medical Center Headquartered in Brooklyn, New York, Interfaith Medical Center, Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford- Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. The Company filed for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed $111,872,972 in assets and $193,540,998 in liabilities as of the Chapter 11 filing. Liabilities include $117.9 million owing to the New York State Dormitory Authority on bonds secured by the assets. Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as bankruptcy counsel to the Debtor. Nixon Peabody LLP is the special corporate and healthcare counsel. CohnReznick LLP serves as financial advisor. Donlin, Recano & Company, Inc. serves as administrative agent. The Official Committee of Unsecured Creditors tapped Alston & Bird LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as its financial advisor. Eric M. Huebscher, the patient care ombudsman, tapped the law firm of DiConza Traurig LLP, as his counsel. IPC INTERNATIONAL: U.S. Trustee Appoints 3-Member Creditors Panel ----------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, appointed a 3-member Official Committee of Unsecured Creditors in IPC International Corp., et al.'s Chapter 11 cases. The committee members are: 1. Weinberg, Wheeler, Hudgins, Gunn & Dial, LLC Attn: David A. Dial 3344 Peachtree Road, NE, Suite 2400 Atlanta, GA 30326 Tel: (404) 876-2700 2. Mary Carmona-Rousse Attn: Rana Ziaee Ziaee Law 620 Newport Center Drive, Suite 1100 Newport Beach, CA 92660 Tel: (949) 544-1260 3. Drew Eckl & Farnham, LLP Attn: G. Randall Moody P.O. Box 7600 Atlanta, GA 30357 Tel: (404) 885-1400 About IPC International IPC International Corp., a provider of security services for 350 shopping malls, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-12050) on Aug. 9 in Delaware after signing a contract for Universal Protection Services LLC to buy the business for $21.3 million plus assumption of specified liabilities. Scott M. Strong signed the petition as chief financial officer. The Debtor estimated assets and debts of at least $10 million. Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter Anderson & Corroon, LLP, serves as local counsel. Paul V. Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose, LLP, serve as the Debtor's general bankruptcy counsel. Silverman Consulting, LLC, acts as the Debtor's financial advisor and Livingstone Partners, LLP, serves as the Debtor's investment banker. KCC is the Debtor's noticing, claims and balloting agent. Judge Mary F. Walrath presides over the case. The petition shows assets and liabilities both exceeding $10 million. Liabilities include $6.9 million on a revolving credit and $10.4 million on term loans owing to PrivateBank & Trust Co., as agent. Bankruptcy was the result of losses on a U.K. affiliate that was sold, as well as competition and the cost of liability insurance. IPC, based in Bannockburn, Illinois, is asking the bankruptcy judge to approve auction procedures under which competing bids would be due on Sept. 16, followed by an auction on Sept. 18 and a hearing on Sept. 25 to approve sale. Even without a higher bid at auction, the price will be sufficient to pay secured creditors in full along with expenses of the bankruptcy. Unsecured creditors should receive some recovery from the sale. The bankruptcy is being financed with a $12 million loan from existing lender PrivateBank & Trust Co. as agent. There will be a final hearing Sept. 9 for approval of the entire loan package. The loan requires quick sale. IPC INTERNATIONAL: Has Final OK for $12-Mil. of DIP Financing ------------------------------------------------------------- The U.S. bankruptcy Court for the District of Delaware entered on Sept. 4, 2013, a final order authorizing IPC International Corporation, et al., to obtain secured post-petition financing of up to $12 million from Prepetition Secured Lender The PrivateBank and Trust Company. In addition to the priming liens and security interests granted to the DIP Lender, all DIP Obligations will constitute allowed superpriority administrative expense claims, subject and subordinate to the Carve-Out. On the earliest of: (a) Jan. 31, 2014; (b) the occurrence of the effective date under any plan of reorganization or liquidation for the Debtors; (c) the occurrence of an event of default and the acceleration by the DIP Lender of the DIP Obligations; and (d) the closing of a sale or any other disposition by the Debtors of all or substantially all of the Debtors' assets, the Debtors will be required to repay the DIP Lender in full and in cash all outstanding DIP obligations. The Debtor is also authorized to use Cash collateral in accordance with the Budget, which authority will terminate on Jan. 31, 2014. As reported in the TCR on Aug. 27, 2013, Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware gave the green light to IPC International Corporation and The Security Network Holdings Corporation to access $8 million of the $12 million senior secured postpetition loan agreement with the PrivateBank and Trust Company. On the earliest of: (a) Jan. 31, 2014; (b) the occurrence of the effective date under any plan of reorganization or liquidation; (c) the occurrence of an event of default; and (d) the closing of a sale or any other disposition by the Debtors of their assets, the Debtors will be required to repay the DIP Lender in full and in cash all outstanding DIP obligations. A copy of the Post Petition Loan and Security Agreement Dated as of Aug. 13, 2013, between The PrivateBank and Trust Company and The Security Network Holdings Corp. and IPC International Corporation is available at: http://bankrupt.com/misc/ipcinternational.doc148.pdf About IPC International IPC International Corp., a provider of security services for 350 shopping malls, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-12050) on Aug. 9 in Delaware after signing a contract for Universal Protection Services LLC to buy the business for $21.3 million plus assumption of specified liabilities. Scott M. Strong signed the petition as chief financial officer. The Debtor estimated assets and debts of at least $10 million. Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter Anderson & Corroon, LLP, serves as local counsel. Paul V. Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose, LLP, serve as the Debtor's general bankruptcy counsel. Silverman Consulting, LLC, acts as the Debtor's financial advisor and Livingstone Partners, LLP, serves as the Debtor's investment banker. KCC is the Debtor's noticing, claims and balloting agent. Judge Mary F. Walrath presides over the case. The petition shows assets and liabilities both exceeding $10 million. Liabilities include $6.9 million on a revolving credit and $10.4 million on term loans owing to PrivateBank & Trust Co., as agent. Bankruptcy was the result of losses on a U.K. affiliate that was sold, as well as competition and the cost of liability insurance. IPC, based in Bannockburn, Illinois, is asking the bankruptcy judge to approve auction procedures under which competing bids would be due on Sept. 16, followed by an auction on Sept. 18 and a hearing on Sept. 25 to approve sale. Even without a higher bid at auction, the price will be sufficient to pay secured creditors in full along with expenses of the bankruptcy. Unsecured creditors should receive some recovery from the sale. The bankruptcy is being financed with a $12 million loan from existing lender PrivateBank & Trust Co. as agent. There will be a final hearing Sept. 9 for approval of the entire loan package. The loan requires quick sale. IPC INTERNATIONAL: Can Implement KEIP for Six Employees ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the motion of IPC International Corporation, et al., for authorization to implement a Key Employee Incentive Program for certain key employees of the Debtors whose best efforts are critical to the success of the sale process. Any incentive awards earned pursuant to the KEIP will be entitled to administrative expense priority pursuant to sections 503(b)(1) and 503(c)(3) of the Bankruptcy Code. The KEIP provides two different types of awards. First, with respect to the one insider KEIP Participant, Scott M. Strong, the Debtors' CFO, the KEIP provides an incentive bonus to Strong only upon consummation of a successful sale of all (or substantially all) of the Debtors' assets to either Universal Protection Services, LLC, or a bidder with a higher or otherwise better bid. Second, with respect to the five non-insider KEIP Participants, the KEIP provides monthly incentive awards designed to incentivize the retention of key non-insider employees whose efforts will be integral to the successful sale of the Debtors' business. As reported in the TCR on Aug. 29, 2013, the U.S. Trustee's Office questioned an employee bonus plan for bankrupt mall security firm IPC International Corp., arguing that all the work was already done when the Company filed for Chapter 11 protection with a deal for a $21 million stalking horse sale in hand. The plan covers six employees, but U.S. Trustee Roberta A. DeAngelis took particular issue with a $145,000 bonus slated for Chief Financial Officer Scott Strong when a proposed sale to rival Universal Protection Service LLC, or any higher bidder is consummated. About IPC International IPC International Corp., a provider of security services for 350 shopping malls, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-12050) on Aug. 9 in Delaware after signing a contract for Universal Protection Services LLC to buy the business for $21.3 million plus assumption of specified liabilities. Scott M. Strong signed the petition as chief financial officer. The Debtor estimated assets and debts of at least $10 million. Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter Anderson & Corroon, LLP, serves as local counsel. Paul V. Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose, LLP, serve as the Debtor's general bankruptcy counsel. Silverman Consulting, LLC, acts as the Debtor's financial advisor and Livingstone Partners, LLP, serves as the Debtor's investment banker. KCC is the Debtor's noticing, claims and balloting agent. Judge Mary F. Walrath presides over the case. The petition shows assets and liabilities both exceeding $10 million. Liabilities include $6.9 million on a revolving credit and $10.4 million on term loans owing to PrivateBank & Trust Co., as agent. Bankruptcy was the result of losses on a U.K. affiliate that was sold, as well as competition and the cost of liability insurance. IPC, based in Bannockburn, Illinois, is asking the bankruptcy judge to approve auction procedures under which competing bids would be due on Sept. 16, followed by an auction on Sept. 18 and a hearing on Sept. 25 to approve sale. Even without a higher bid at auction, the price will be sufficient to pay secured creditors in full along with expenses of the bankruptcy. Unsecured creditors should receive some recovery from the sale. The bankruptcy is being financed with a $12 million loan from existing lender PrivateBank & Trust Co. as agent. There will be a final hearing Sept. 9 for approval of the entire loan package. The loan requires quick sale. IS WORLD DISTRIBUTORS: Case Summary & 8 Unsecured Creditors ----------------------------------------------------------- Debtor: IS World Distributors PR Inc. P.O. Box 364149 San Juan, PR 00936 Bankruptcy Case No.: 13-07364 Chapter 11 Petition Date: September 5, 2013 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Brian K. Tester Debtor's Counsel: Luis D. Flores Gonzalez, Esq. LUIS D FLORES GONZALEZ LAW OFFICE 80 Calle Georgetti Suite 202 San Juan, PR 00925-3624 Tel: (787) 758-3606 Fax: (787) 753-5317 E-mail: ldfglaw@coqui.net Scheduled Assets: $224,100 Scheduled Liabilities: $2,361,823 A copy of the Company's list of its largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/prb13-7364.pdf The petition was signed by Efrain D. Segui Ramirez, president. JACK WORKS: Case Summary & 3 Unsecured Creditors ------------------------------------------------ Debtor: Jack Works LLC 29604 West Oakland Road Bay Village, OH 44140-1844 Bankruptcy Case No.: 13-16287 Chapter 11 Petition Date: September 4, 2013 Court: U.S. Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Pat E. Morgenstern-Clarren Debtor's Counsel: Susan M. Gray, Esq. SUSAN M. GRAY ATTYS & COUNSELORS AT LAW 22255 Center Ridge Road, #210 Rocky River, OH 44116 Tel: (440) 331-3949 Fax: (440) 331-8160 E-mail: ecf@smgraylaw.com Scheduled Assets: $943,109 Scheduled Liabilities: $2,464,698 A copy of the Company's list of its largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ohnb13-16287.pdf The petition was signed by Mitchell W. Kelly, managing member. LANDAUER HEALTHCARE: Creditors Say Planned Sale Moving Too Fast --------------------------------------------------------------- Law360 reported that unsecured creditors of Landauer-Metropolitan Inc. urged a Delaware bankruptcy judge on Sept. 6 to put the brakes on the medical equipment supplier's planned $22 million stalking horse sale, saying the proposed bidding procedures set an overly hasty schedule. The report related that Landauer Metro's plans to complete a Section 363 sale process by the end of the month, combined with other restrictive provisions, would deter competing bidders from emerging, according to an objection filed by the official committee of unsecured creditors. 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. LAVEY CRAFT: Case Summary & 9 Unsecured Creditors ------------------------------------------------- Debtor: Lavey Craft Performance Boats, Inc. 210 Benjamin Drive Corona, CA 92879 Bankruptcy Case No.: 13-24999 Chapter 11 Petition Date: September 5, 2013 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Wayne E. Johnson Debtor's Counsel: Richard H. Golubow, Esq. WINTHROP COUCHOT 660 Newport Center Drive, Ste 400 Newport Beach, CA 92660 Tel: (949) 720-4100 Fax: (949) 720-4111 E-mail: rgolubow@winthropcouchot.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb13-24999.pdf The petition was signed by Jeffrey A. Camire, Sr., chief executive officer. LEE'S FORD: Disclosure Statement Hearing Scheduled for Sept. 25 --------------------------------------------------------------- The hearing to approve the disclosure statement for Lee's Ford Dock, Inc.'s Chapter 11 Plan dated Aug. 22, 2013, will be held on Sept. 25, 2013, at 9:30 a.m. As reported in the TCR on Aug. 27, 2013, Lee's Ford Dock, Inc., et al., have a bankruptcy exit plan that contemplates the continued business operations of the Debtors and the payment of all allowed claims to the extent possible over a period of time from future income and revenue. All claims other than secured Claims will be paid to the greatest extent possible within five years, according to the disclosure statement for the Debtors' proposed Chapter 11 Joint Plan of Reorganization, dated Aug. 22, 2013. "As the greatest contributing factor to the Debtors' financial distress is the lowering of Lake Cumberland, the Debtors have structured the Plan and their obligations thereunder around the anticipated return of the Lake to normal levels in summer 2014," the Debtors said. The Plan provides that the allowed secured claims of Branch Banking & Trust Company in Class 1 will be repaid through regular monthly principal and interest payments, amortized over 30 years at an interest rate of 4.25%, with the entire claim to be repaid in full on or before Aug. 31, 2025, which is the end of the current term of the Corps Lease, with no prepayment penalties. Payments on the Class 1 Claims will begin on the 10th day of the month following the Effective Date and will continue to become due on the 10th day of the month thereafter until the Class 1 Claims are paid in full on or before Aug. 31, 2025. The Plan provides that the Class 1 Claims will be paid monthly payments of "interest only" beginning in the month following the Effective Date and continuing through November 2015. Thereafter, the Plan states that beginning in December 2015, BB&T will be paid combined monthly payments of principal and interest until the Class 1 claims are paid in full. The Plan provides that the allowed secured claims of the U.S. Small Business Administration in Class 2 will be repaid through regular monthly principal and interest payments, amortized over 30 years at an interest rate of 4.00%, with the entire then- outstanding balance of the Class 2 Claims to become due on Sept. 24, 2037, with no prepayment penalties. Payments on the Class 2 Claims will begin on the 24th day of the month following the Effective Date and will continue to become due on the 24th day of the month thereafter until the Class 2 Claims are paid in full. The Plan provides that the SBA will receive $1,000 per year on account of the Class 2 Claims for the first 2 years following the Effective Date, with the first payment to be made on the 20th day of the month following the Effective Date and the subsequent payments to come due on the same date in the following year. Following the initial $1,000 per year period, beginning in December 2015, the Plan states that the SBA shall receive combined monthly payments of principal and interest in the amount of $20,833 until the Class 2 Claims are paid in full, with a final payment of all then-outstanding principal and interest coming due on Sept. 24, 2037. Each holder of allowed unsecured claims in Class 6, except as otherwise set forth in the Disclosure Statement, will receive distributions equal to the full Allowed amount of its Claim within 12 months following the Effective Date. Holders of equity interests in the Debtors under Class 8 will remain otherwise unimpaired by confirmation of the Debtors' Plan. There will be no dividends, distributions, or any other payments to or on account of the interests until all allowed claims have been paid in full. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/lee'sford.doc271.pdf About Lee's Ford Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008. The Debtors collectively operate as "Lee's Ford Resort & Marina" -- http://www.leesfordmarina.com/-- which consists of a boat dock, lodging facilities, the Harbor Restaurant & Tavern, a retail store, and a boat brokerage business and Web site located at http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky. Hamilton Brokerage LLC and Hamilton Capital LLC are not actively involved in the Debtors' operations, but are holding companies set up as part of the structure of the original purchase transactions which began in 2003. The Debtors' revenues were adversely impacted by the lowering of the water level of Lake Cumberland in January 2007 to allow for repairs to Wolf Creek Dam. The Debtors were forced to incur extraordinary costs to relocate the Dock and related facilities in accordance with the new water level. Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as the Debtors' counsel. The Debtor disclosed $21,225,899 in assets and $13,339,745 in liabilities as of the Chapter 11 filing. The petition was signed by James D. Hamilton, president. Mr. Hamilton has been designated as the individual responsible for performing the duties of the Debtors. Smith, Currie & Hancock LLP serves as special counsel to advise and assist the Debtor in connection with its pursuit of claims against the U.S. Army Corps of Engineers. Venters Law Office serves as special counsel to advise and assist the Debtor in connection with the prosecution and defense of general litigation matters, including the collection of unpaid boat slip rental fees, and any other specific matters in connection therewith. The U.S. Trustee has said an official committee has not been appointed in the bankruptcy case of Lee's Ford Dock Inc. because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. LEHMAN BROTHERS: Sues DR HC Tschira to Recover EUR100-Mil. ---------------------------------------------------------- Lehman Brothers Holdings Inc. filed an adversary complaint against DR HC Tschira Beteiligungs GMBH & CO KG, and Klaus Tschira Stiftung GGMBH, controlled by founder of software developer SAP AG. Lehman Brothers sued to recover EUR100 million or US$133.6 million transferred the day before its bankruptcy in 2008 to the two companies. Prior to the Petition Date, Lehman Brothers Finance SA - Netherlands Antilles branch was party to certain variable forward transactions with the two companies. The two companies were also parties to "tri-party" Master Custody Deeds with Lehman Brothers International (Europe) as custodian, and LBF. On Sept. 11, 2008, and Sept. 12, 2008, days prior to the Petition Date, LBF was "in the money" on the overall mark-to-market value of the transactions. According to Lehman's counsel, Jayant W. Tambe, Esq. -- jtambe@jonesday.com -- at Jones Day, in New York, on Sept. 12, 2008, the two companies and LBF entered into amendments to their agreements to require LBF to post EUR100 million of collateral as "Independent Amounts" to Defendants. The money was intended to be returned the following week but it wasn't, Mr. Tambe says. The prepetition transfers, Mr. Tambe asserts, are voidable transfers and they constitute actual and constructively fraudulent transfers or, alternatively, preferential payments under the Bankruptcy Code and applicable non-bankruptcy law. Lehman, in its complaint, also seeks to recover interest from the two companies from the date of the Voidable Transfers, as well as fees and costs. Lehman further asserts common law claims of unjust enrichment, constructive trust and fraud against the two companies, to recover the Voidable Transfers and other damages as the Court may deem just and proper. The lawsuit is Lehman Brothers Holdings Inc. v. Dr HC Tschira Beteiligungs GmbH & Co. KG (In re Lehman Brothers Holdings Inc.), 13-bk-01431, U.S. Bankruptcy Court, Southern District of New York (Manhattan). Lehman is also represented by Locke R. McMurray, Esq. -- lmcmurray@jonesday.com -- and Benjamin Rosenblum, Esq. -- brosenblum@jonesday.com -- at JONES DAY, in New York. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: LBI Trustee Presents Customer Distribution Scheme ------------------------------------------------------------------ James W. Giddens, trustee overseeing the liquidation of Lehman Brothers Holdings Inc.'s brokerage, asks Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York to approve a procedure, which requires customers with unpaid claims to furnish documents necessary to facilitate the distribution of their property. Under the proposed process, any customer that fails to return the documents, which include delivery instructions, release or tax forms, by Nov. 18 will be deemed to have waived its claim and that claim will be expunged. Any other customer that is sent a notice by the trustee informing such customer that it has 60 days to provide the documents will be deemed to have waived its claim and such claim will be expunged if the customer fails to comply with the 60-day deadline. The trustee is in the process of distributing the balance of customer property to customers with approved claims that have not yet been paid in full, including those owed post-filing income on securities that were previously distributed. Shortly after his appointment, the trustee returned about $92 billion in customer property to some 110,000 customers. Following these transfers, the trustee was able to fully pay the claims of nearly half of the remaining former customers through advances from the Securities Investor Protection Corp., protecting 466 customers and returning an additional $15.3 million in customer property, court papers show. As of June 14, 2013, about $14 billion in customer property (valued as of March 29, 2013) remained to be distributed to former customers and certain Lehman affiliates. The trustee has already distributed about $13 billion of this property, including $1.2 billion of approximately $1.6 billion that was owed to the final 541 non-affiliate former Lehman Brothers Inc. customers. While many customers with undisputed claims have already complied with the trustee's request for the documents, 132 customers, owed about $17.6 million, have not. Many of these customers have claims valued below $1,000, according to court papers. Judge James Peck will hold a hearing on Sept. 18 to consider approval of the proposed procedure. Objections are due by Sept. 11. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: LBI Trustee Proposes Claims Hearing Procedures --------------------------------------------------------------- The trustee liquidating Lehman Brothers Inc. asked the U.S. Bankruptcy Court in Manhattan for green light to implement procedures that would facilitate the resolution of general creditor claims. James Giddens, the trustee appointed to liquidate the brokerage, proposes to implement a claims hearing procedure and an alternative dispute resolution procedure, which, he says, is part of his "comprehensive plan to quicken resolution of the general estate and move toward a distribution for LBI's general creditors." The proposed procedures are detailed in a court filing, which can be accessed for free at http://is.gd/swO9yU As of August 28, 2013, about 12,500 claims have been filed in LBI's liquidation case as general creditor claims, or customer claims that have been reclassified and converted to general creditor claims. The trustee has resolved approximately 5,000 claims as of mid-July 2013. A court hearing is scheduled for Sept. 18. Objections are due by Sept. 11. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: LBI Trustee Wants Oct. 31 Admin. Claims Bar Date ----------------------------------------------------------------- The trustee of Lehman Brothers Inc. filed a motion in which he proposed an Oct. 31, 2013 deadline for filing administrative expense claims against the brokerage. In the court filing, James Giddens, the trustee appointed to liquidate the brokerage, requested the U.S. Bankruptcy Court in Manhattan to set Oct. 31 as the deadline for filing administrative expense claims arising after the commencement of the brokerage's liquidation case on Sept. 19, 2008 through Aug. 31, 2013. Mr. Giddens said he believes "only a narrow group of vendors, service providers, professionals and the like have incurred administrative expenses." The trustee also asked the bankruptcy court to approve a process for filing proofs of claim for administrative expenses. A copy of the proposed order detailing the procedures can be accessed for free at http://is.gd/HPyKkp A court hearing is scheduled for Sept. 18. Objections are due by Sept. 11. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Pushes For Hedge Fund's Docs On $600MM Claim ------------------------------------------------------------- Law360 reported that Lehman Brothers Holdings Inc. urged a New York bankruptcy judge to force a hedge fund that it says bought a $300 million claim from Giants Stadium LLC to cough up documents showing how the claim was later raised to $600 million. According to the report, Baupost Group LLC asked the court to quash the subpoena Lehman issued for the documents, but Lehman contends that the fund has provided no adequate reason for refusing to comply. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. MAA-SHARDA INC: Case Summary & 14 Unsecured Creditors ----------------------------------------------------- Debtor: MAA-Sharda, Inc. dba Best Western Victor Inn & Suites 6955 Alydar Circle Victor, NY 14564 Bankruptcy Case No.: 13-21351 Chapter 11 Petition Date: September 3, 2013 Court: United States Bankruptcy Court Western District of New York (Rochester) Judge: Paul R. Warren Debtor's Counsel: Douglas J. Lustig, Esq. CHAMBERLAIN, D'AMANDA, ET AL 2 State Street, Suite 1600 Rochester, NY 14614 Tel: (585) 232-3730 E-mail: mms@cdlawyers.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 14 unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nywb13-21351.pdf The petition was signed by Hinaben P. Patel, executor of the Estate of Vajyaben Patel, sole shareholder of MAA-Sharda, Inc. MEDINA PLAZA: Case Summary & 6 Unsecured Creditors -------------------------------------------------- Debtor: Medina Plaza, LLC 7514 Pacific Boulevard Huntington Park, CA 90255 Bankruptcy Case No.: 13-32245 Chapter 11 Petition Date: September 4, 2013 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Richard M. Neiter Debtors' Counsel: Anthony Egbase, Esq. LAW OFFICES OF ANTHONY O. EGBASE & ASSOC. 350 S. Figueroa Street, Suite 189 Los Angeles, CA 90071 Tel: (213) 620-7070 Fax: (213) 620-1200 E-mail: info@anthonyegbaselaw.com Scheduled Assets: $1,451,000 Scheduled Liabilities: $5,140,732 Affiliate that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- Pacific & Flower, LLC 13-32246 Assets: $550,000 Debts: $3,150,100 The petitions were signed by Javier Medina Martinez, president. A. A copy of Medina Plaza's list of its six unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb13-32245.pdf B. A copy of Pacific & Flower's list of its three unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb13-32246.pdf Affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Beatriz Martinez 13-54716 09/03/13 Javier Medina Martinez 13-52917 05/30/13 MERCANTILE BANCORP: Committee Hirings of Advisors Approved ---------------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Mercantile Bancorp's official committee of trust preferred securities holders' motions to retain Kirkland & Ellis as attorney and Klehr Harrison Harvey Branzburg as co-counsel. Kirkland & Ellis will be compensated at the following hourly rates: partner at $655 to 1,150, of counsel at 450 to 1,150, associate at 430 to 790 and paraprofessional at 150 to 335 and Klehr Harrison Harvey Branzburg will receive the following hourly rates: partner at $400 to 660, of counsel at 350 to 500, associate at 250 to 400 and paraprofessional at 125 to 185. 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. METROPOLITAN NATIONAL: Simmons First Submits Bid for Assets ----------------------------------------------------------- Simmons First National Corporation on Sept. 9 disclosed that it participated in the auction to acquire Metropolitan National Bank and was designated as the Successful Bidder subject to the approval of the U. S. Bankruptcy Court at a hearing scheduled on September 12, 2013 in the bankruptcy proceeding of its parent bank holding company, Rogers Bancshares, Inc. MNB, a national bank with $991 million in assets with its main office in Little Rock and branches in 14 other communities in the State of Arkansas, has a rich history of providing exemplary customer service to the communities in which it is located. Simmons will combine the operations of MNB with Simmons First National Bank and expects to continue to provide the highest quality customer service throughout the combined service area. A more detailed information release will be made on Thursday, September 12, 2013 after the ruling of the U.S. Bankruptcy Court to be followed by an analyst conference call at 4:00 p.m. Central Time on Thursday. Simmons First National Corporation is a $3.6 billion Arkansas based financial holding company with eight community banks in Pine Bluff, Lake Village, Jonesboro, Rogers, Searcy, Russellville, El Dorado and Hot Springs, Arkansas. The Company's eight banks conduct financial operations from 91 offices, of which 87 are financial centers, in 54 communities, in Arkansas, Kansas and Missouri. The Company's common stock trades on the NASDAQ Global Select Market under the symbol "SFNC". Arkansas owned and operated, Metropolitan National Bank -- http://www.metbank.com-- offers an extensive line of consumer and commercial products, while maintaining the quality personal service it's known for across the area. Metropolitan serves its customers from 48 branches and 56 ATMs throughout Little Rock, North Little Rock, Benton, Bentonville, Bryant, Cabot, Conway, Fayetteville, Jacksonville, Johnson, Maumelle, Rogers, Sheridan, Sherwood and Springdale. As reported by the Troubled Company Reporter on July 10, 2013, BankruptcyLaw360 disclosed that the holding company for Arkansas- based Metropolitan National Bank entered Chapter 11 bankruptcy following years of mortgage-related losses and announced a $16 million recapitalization offer from a Texas-based private equity firm. According to the report, Rogers Bancshares Inc. filed its petition in the U.S. Bankruptcy Court for the Eastern District of Arkansas, blaming the 2008 economic and housing crisis for its lingering financial problems, which include more than $100 million in nonperforming mortgage loans. The company has about $92.5 million in debt. MF GLOBAL: Workers Look to Revive WARN Class Action --------------------------------------------------- Law360 reported that workers who said they were terminated without proper warning after MF Global Holdings Ltd. went bankrupt in 2011 said Sept. 6 they are challenging a New York bankruptcy judge's dismissal of their Worker Adjustment and Retraining Notification Act class action. According to the report, the former employees filed a notice of appeal in bankruptcy court taking aim at U.S. Bankruptcy Judge Martin Glenn's Aug. 23 ruling that threw out their second amended complaint with prejudice, and faulted the plaintiffs for relying on the "single employer" doctrine. The Warn suit is Thielmann v. MF Global Holdings Ltd. (In re MF Global Holdings Ltd.), 11-02880, U.S. Bankruptcy Court, Southern District New York (Manhattan). About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. MI PUEBLO: Files Schedules of Assets and Liabilities ---------------------------------------------------- Mi Pueblo San Jose, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property 61,577,296 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $29,210,603 E. Creditors Holding Unsecured Priority Claims 4,800,362 F. Creditors Holding Unsecured Non-priority Claims 34,550,669 ----------- ----------- TOTAL $61,577,296 $68,561,634 A full-text copy of the schedules is available for free at: http://bankrupt.com/misc/MI_PUEBLO_sal.pdf About Mi Pueblo San Jose, Inc. Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893) in San Jose, California, on July 22, 2013. The Debtor estimated up to $50,000 in assets and up $50,000,000 in liabilities. An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11 protection (Case No. 13-53894) on the same day. Heinz Binder, Esq. -- Heinz@bindermalter.com -- at Binder & Malter, LLP, is the Debtor's general reorganization counsel. The Law Offices of Wm. Thomas Lewis, sometimes doing business as Robertson & Lewis, is the Debtor's special counsel. The U.S. Trustee appointed seven members to the Official Committee of Unsecured Creditors. MI PUEBLO: Wants to Hire BDO USA as Accountant & Tax Advisor ------------------------------------------------------------ Mi Pueblo San Jose, Inc., asks the U.S. Bankruptcy Court for the Northern District of California for permission to employ BDO USA, LLP as certified public accountant, tax and audit advisor. As accountant and tax/audit advisor, BDO USA is contemplated to render these services: 1. Accounting & Audit Services: a. Complete the audit of the financial statements of Mi Pueblo for the year ended Dec. 31, 2012, including analysis of subsequent events, reconsideration of store impairments, evaluation of going concern, new financing arrangements, and completion of the related notes to the financial statements. b. Provide consulting services related to accounting and auditing matters related to the audited financial statements during the bankruptcy proceedings. c. Assist with other work, as requested by Mi Pueblo or its lawyers, with respect to financial or business issues that may arise. 2. Tax Services: a. Preparation of Form 1120S, U.S. Income Tax Return for an S Corporation for the fiscal year ended Dec. 30, 2012, and any subsequent years, as needed. b. Preparation of Form 100S, California S Corporation Franchise or Income Tax Return for the fiscal year ended Dec. 30, 2012, and any subsequent years, as needed. c. Represent the Debtor during the conduct of any tax examination and review by the Internal Revenue Service. According to BDO USA, fees for each of the engagements represent less than 1/2 of 1 percent of BDO's annual revenues, and relate to matters totally unrelated to the Chapter 11 cases for which BDO is seeking to be engaged. In addition, BDO likely provides and may in the future provide accounting, tax, valuation or consulting services to the creditors of the Debtors who have yet to be disclosed by the Debtors in matters unrelated to the Debtors or the cases. BDO will be compensated on an hourly basis for the accounting & audit services. The compensation to be paid to BDO for the accounting & audit services is estimated to cost approximately $50,000 to $60,000. BDO USA will charge Mi Pueblo based on these agreed discounted hourly rates: Partner/Managing Director $400 - $600 Director/Senior Manager $300 - $500 Manager $250 - $350 Senior $175 - $250 Staff $125 - $175 BDO will be compensated for tax services based on a fixed fee of $15,900 (fiscal year ended Dec. 30, 2012) and the above agreed hourly rates for services related to responding to notices or inquiries from federal or state taxing authorities or services related to additional research time related to non-recurring transactions. In addition to the fees, the Debtor will reimburse BDO for its reasonable out-of-pocket expenses incurred in connection with BDO's performance of the accounting & audit services and tax services, including travel, lodging, duplication, computer research, messenger and teleTel charges. To the best of the Debtor's knowledge, BDO USA is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. BDO also represents and provides tax services to Cha Cha Enterprises, LLC, a related entity. BDO is not aware of any current reason for conflict or claims for indemnity or contribution being asserted between the entities. About Mi Pueblo San Jose, Inc. Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893) in San Jose, California, on July 22, 2013. The Debtor estimated up to $50,000 in assets and up $50,000,000 in liabilities. An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11 protection (Case No. 13-53894) on the same day. The Debtor disclosed $61,577,296 in assets and $68,561,634 in liabilities as of the Chapter 11 filing. Heinz Binder, Esq. -- Heinz@bindermalter.com -- at Binder & Malter, LLP, is the Debtor's general reorganization counsel. The Law Offices of Wm. Thomas Lewis, sometimes doing business as Robertson & Lewis, is the Debtor's special counsel. The U.S. Trustee appointed seven members to the Official Committee of Unsecured Creditors. MI PUEBLO: U.S. Trustee Forms Seven-Member Creditors Committee -------------------------------------------------------------- August B. Landis, the Acting U.S. Trustee for Region 17, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of Mi Pueblo San Jose, Inc. The Committee consists of: 1. Yosemite Meat Company Attn: Johnnie Lau, CEO P.O. Box 580008 Modesto, CA 95358 Tel: (209) 524-5117 2. Seacatch Market Fresh Advantage Attn: Zosimo A. Regal, CFO 710 Epperson Drive City of Industry, CA 91748 Tel: (626) 626-4900 3. La Rosa Tortilla Factory, Inc. Attn: Jimmie D. Hicks, CFO 142 Second St. Watsonville, CA 95076 Tel: (831)728-5332 4. Marquez Brothers International, Inc. Attn: David Villanueva, CFO 5801 Rue Ferrari San Jose, CA 95138-1857 Tel: (408) 960-2700 5. PepsiCo, Inc. Attn: Chad New, national credit manager 1100 Reynolds Blvd. Winston-Salem, NC 27105 Tel: (336) 896-5781 6. National Security Guard/ National Security Industries & Services Attn: Michael Gerami, president 940 Park Avenue San Jose, CA 95126 Tel: (408) 371-6505 7. The Coca-Cola Company Attn: William Kaye, senior bankruptcy advisor P.O. Box 1734, Nat 2008 Mail Stop Atlanta, GA 30313 Tel: (414)676-4150 About Mi Pueblo San Jose, Inc. Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893) in San Jose, California, on July 22, 2013. The Debtor estimated up to $50,000 in assets and up $50,000,000 in liabilities. An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11 protection (Case No. 13-53894) on the same day. The Debtor disclosed $61,577,296 in assets and $68,561,634 in liabilities as of the Chapter 11 filing. Heinz Binder, Esq. -- Heinz@bindermalter.com -- at Binder & Malter, LLP, is the Debtor's general reorganization counsel. The Law Offices of Wm. Thomas Lewis, sometimes doing business as Robertson & Lewis, is the Debtor's special counsel. MIDTOWN SCOUTS: Plan Filing Period Extended Until Oct. 31 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas extended Midtown Scouts Square Property, LP, and Midtown Scouts Square, LLC's exclusive period to file a plan until Oct. 31, 2013. The Debtors' exclusive period to solicit and obtain acceptance of their plan is automatically extended for an additional sixty (60) days. As reported in the TCR on Aug. 28, 2013, on June 24, 2013, the Debtors filed their Motion to Estimate the Claim of Richey Family Limited Partnership, L.E. Richey, Todd Richey, and Bank of Houston (for indemnity only) which is currently pending before the Court (the "Estimation Motion"). "Claims alleged by the Richeys in the litigation (although highly disputed) are potentially substantial and allowance of the same could significantly impact any plan filed by the Debtors, including whether the Richeys have an equity interest in the Debtors," the Debtors said. "Thus, the Estimation Motion must be resolved before the Debtors can confirm a plan. A Pretrial conference on the Estimation Motion is currently set for Sept. 19, 2013, at which time the court will set the matter for trial. Accordingly, Debtors will not be able to file a meaningful Chapter 11 Plan prior to the expiration of the current exclusivity period." This is the Debtors' first request for an extension of the exclusivity periods. About Midtown Scouts Square Midtown Scouts Square Property, LP, and affiliate Midtown Scouts Square, LLC, own two commercial properties located in Midtown Houston, Texas. The first property is a mixed use 36,000-square- foot two-storey office/restaurant building originally constructed in 1975, while the second property is a 104,000-square foot eight-storey parking garage with ground floor retail space, both in Bagby Street, in Houston. The two entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-32920) on May 9, 2013. The petitions were signed by Erich Mundinger as president of general partner. Judge Karen K. Brown presides over the case. In its schedules, MSS Property disclosed $17,408,328 in assets and $16,666,325 in liabilities. Hoover Slovacek, LLP, serves as the Debtor's counsel. Hawash Meade Gaston Neese & Cicack, LLP, serves as special litigation counsel. MOUNTAIN REFLECTIONS: Case Summary & 2 Unsecured Creditors ---------------------------------------------------------- Debtor: Mountain Reflections, LLC P.O. Box 10 Kodak, TN 37764 Bankruptcy Case No.: 13-51557 Chapter 11 Petition Date: September 5, 2013 Court: United States Bankruptcy Court Eastern District of Tennessee (Greeneville) Judge: Marcia Phillips Parsons Debtor's Counsel: Dean B. Farmer, Esq. HODGES, DOUGHTY & CARSON PLLC P.O. Box 869 Knoxville, TN 37901 Tel: (865) 292-2307 Fax: (865) 292-2252 E-mail: dfarmer@hdclaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its largest unsecured creditors is available for free at http://bankrupt.com/misc/tneb13-51557.pdf The petition was signed by Billy P. Evans, president. NATIONAL ENVELOPE: Goes on Sale as Losses Mount, Cash Tight ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that National Envelope needs court approval to sell assets to avoid running out of cash and to stem operating losses. A hearing was slated September 9. National Envelope lined up three buyers to pay a total of about $65 million without holding an auction. A private sale became feasible when the bankruptcy court approved a settlement with Salus Capital Partners LLC creating a trust for unsecured creditors initially funded with $250,000 over 10 weeks. Although National Envelope has a court-approved loan facility, availability of the credit is limited, forcing the company "to face liquidity issues with respect to their day-today operations," according to a court filing. The company is arranging a hearing to seek permission to pay the lenders a $150,000 fee to increase availability by $2.5 million. The aggregate purchase price from the three buyers will pay less than half of the $148.4 million in secured debt. The buyers are Cenveo Corp., Hilco Merchant Resources LLC and Southern Paper LLC. National Envelope said the sales should be completed simultaneously on Sept. 13. Loss of Rights Law360 reported that a creditor in the bankruptcy case for private equity-owned NE Opco Inc., which does business as National Envelope, objected to the company's proposed $65 million sale, worried that its chance to offset the $5 million it owes the debtor will be watered down by the transaction. According to the report, R.R. Donnelley & Sons Co. says it owes National Envelope nearly $5.3 million under an envelope purchase agreement but was hoping to offset that amount by the $4 million that it claims the debtor still has to pay. About National Envelope National Envelope is the largest privately-held manufacturer of envelopes in North America. Headquartered in Frisco, Texas, National Envelope has eight plants and 15 percent of the envelope market. Revenue of $427 million in 2012 resulted in a $60.1 million net loss, continuing an unbroken string of losses since 2007. NE OPCO, Inc., doing business as National Envelope, along with affiliate NEV Credit Holdings, Inc., filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-11483) on June 10, 2013. The company disclosed liabilities including $148.4 million in secured debt, with $37.5 million owing on a revolving credit and $15.6 million on a secured term loan. There is a $55.7 million second-lien debt 82 percent held by a Gores Group LLC affiliate. National Envelope, then known as NEC Holdings Corp., first sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. The business was bought by Gores Group LLC for $208 million in a bankruptcy sale. National Envelope, through NE OPCO, has returned to bankruptcy to pursue a plan of reorganization or sell the assets as a going concern via 11 U.S.C. Sec. 363. The Debtor plans to facilitate a sale of the business with publicly traded competitor Cenveo Inc. In the new Chapter 11 case, the company has tapped the law firm Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP as financial adviser, and Epiq Bankruptcy Solutions as claims and notice agent. The Gores Group is represented by Weil, Gotshal and Manges LLP and Lowenstein Landler LLP. Salus Capital Partners, the DIP agent, is represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht & Tunnell LLP. Wells Fargo Capital Finance, LLC, the prepetition senior agent, is represented by Goldberg Kohn Ltd and DLA Piper. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq., Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J. Keane, Esq. Guggenheim Securities, LLC, serves as its investment banker and financial advisor. As reported in the TCR on July 25, National Envelope won court approval on July 19 for a global settlement permitting a sale of the company without objection from the official unsecured creditors' committee. The settlement ensures some recovery for unsecured creditors. The Company also won final approval for $67.5 million in bankruptcy financing being supplied by Salus Capital Partners LLC. The settlement will create a trust for unsecured creditors funded with $250,000 over 10 weeks. If a sale pays off the $67.5 million of bankruptcy financing, the creditors' trust will receive another $500,000. From the first $4 million surplus after repaying bankruptcy financing, secured lenders will receive 75 percent, with the other 25 percent for unsecured creditors. Secured lenders will give 3 percent of additional sale proceeds to unsecured creditors, all in return for the committee's agreement to withhold objection to a sale. The settlement creates a separate $790,000 fund to be used in winding down the Chapter 11 case. As reported in the TCR on August 26, NE Opco Inc., which does business as National Envelope, struck a $65 million sales trifecta as the bankrupt envelope maker announced a series of deals to parcel out its assets among three separate buyers. The proposed transactions would see Connecticut-based printer Cenveo Inc. acquire National Envelope's operating assets for $25 million, Hilco Receivables LLC pick up accounts receivable for $25 million and Southern Paper LLC take on its inventory for $15 million, according to a sale motion filed in Delaware bankruptcy court. NATIONAL ENVELOPE: Sec. 341(a) Meeting Continued to Sept. 11 ------------------------------------------------------------ The U.S. Trustee for Region 3 notified the U.S. Bankruptcy Court for the District of Delaware that the meeting of creditors of NE Opco Inc., et al., pursuant to Section 341(a) of the Bankruptcy Code will be continued to Sept. 11, 2013, at 9:00 a.m., in Room 2112 of the J. Caleb Boggs Federal Building, in Wilmington, Delaware. According to the notice, Paul Heath, Esq., at Richards, Layton & Finger, P.A., appeared for the Debtors; James O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, appeared for the Official Committee of Unsecured Creditors, and Brian Zollinger, Esq., the Debtors' general counsel, vice president and secretary, appeared as representative of the Debtors. Benjamin Hackman, Esq., Trial Attorney, represented the U.S. Trustee. About National Envelope National Envelope is the largest privately-held manufacturer of envelopes in North America. Headquartered in Frisco, Texas, National Envelope has eight plants and 15 percent of the envelope market. Revenue of $427 million in 2012 resulted in a $60.1 million net loss, continuing an unbroken string of losses since 2007. NE OPCO, Inc., doing business as National Envelope, along with affiliate NEV Credit Holdings, Inc., filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-11483) on June 10, 2013. The company disclosed liabilities including $148.4 million in secured debt, with $37.5 million owing on a revolving credit and $15.6 million on a secured term loan. There is a $55.7 million second-lien debt 82 percent held by a Gores Group LLC affiliate. National Envelope, then known as NEC Holdings Corp., first sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. The business was bought by Gores Group LLC for $208 million in a bankruptcy sale. National Envelope, through NE OPCO, has returned to bankruptcy to pursue a plan of reorganization or sell the assets as a going concern via 11 U.S.C. Sec. 363. The Debtor plans to facilitate a sale of the business with publicly traded competitor Cenveo Inc. In the new Chapter 11 case, the company has tapped the law firm Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP as financial adviser, and Epiq Bankruptcy Solutions as claims and notice agent. The Gores Group is represented by Weil, Gotshal and Manges LLP and Lowenstein Landler LLP. Salus Capital Partners, the DIP agent, is represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht & Tunnell LLP. Wells Fargo Capital Finance, LLC, the prepetition senior agent, is represented by Goldberg Kohn Ltd and DLA Piper. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq., Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J. Keane, Esq. Guggenheim Securities, LLC, serves as its investment banker and financial advisor. As reported in the TCR on July 25, National Envelope won court approval on July 19 for a global settlement permitting a sale of the company without objection from the official unsecured creditors' committee. The settlement ensures some recovery for unsecured creditors. The Company also won final approval for $67.5 million in bankruptcy financing being supplied by Salus Capital Partners LLC. The settlement will create a trust for unsecured creditors funded with $250,000 over 10 weeks. If a sale pays off the $67.5 million of bankruptcy financing, the creditors' trust will receive another $500,000. From the first $4 million surplus after repaying bankruptcy financing, secured lenders will receive 75 percent, with the other 25 percent for unsecured creditors. Secured lenders will give 3 percent of additional sale proceeds to unsecured creditors, all in return for the committee's agreement to withhold objection to a sale. The settlement creates a separate $790,000 fund to be used in winding down the Chapter 11 case. As reported in the TCR on August 26, NE Opco Inc., which does business as National Envelope, struck a $65 million sales trifecta as the bankrupt envelope maker announced a series of deals to parcel out its assets among three separate buyers. The proposed transactions would see Connecticut-based printer Cenveo Inc. acquire National Envelope's operating assets for $25 million, Hilco Receivables LLC pick up accounts receivable for $25 million and Southern Paper LLC take on its inventory for $15 million, according to a sale motion filed in Delaware bankruptcy court. NATIONAL ENVELOPE: Seeks Approval of Third DIP Agreement Amendment ------------------------------------------------------------------ NE Opco, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to pay $150,000 in connection with their entry into the third amendment to the Debtor-in- Possession Credit Agreement. The Third Amendment increases the amount available to the Debtors under the DIP Credit Agreement by eliminating, with certain exceptions, the availability block, and provides that the outstanding amount under the Tranche A loans cannot exceed $42 million without the Tranche A lenders' consent. According to John H. Knight, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, the Debtors and Salus Capital Partners, LLC, have agreed to enter into the DIP Amendment, which reduces the Availability Block to $0, unless certain conditions occur, in which case the Availability Block will be reset to $2.5 million. Those conditions include: (i) a default or event of default under the DIP Agreement; (ii) failure to obtain the Court's approval of the DIP Amendment Fee before Sept. 18, 2013; and (iii) any attempt by a party to terminate or the termination of any of the transactions contemplated under the Debtors' motion to sell their assets. The Debtors also obtained authority from the Court to enter into the second amendment to the DIP Credit Agreement, which amendment extends the time permitted under DIP Credit Agreement for the Debtors to either file a plan of reorganization or sale motion pursuant to Section 363 of the Bankruptcy Code, and extends the dates by which the Debtors must move for and obtain an order extending their deadline for assuming or rejecting unexpired leases of real property under Section 365(d)(4). The Debtors were authorized to pay $15,000 in connection with their entry to the Second DIP Credit Agreement Amendment. Michael J. Merchant, Esq., Paul N. Heath, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, also represent the Debtors. About National Envelope National Envelope is the largest privately-held manufacturer of envelopes in North America. Headquartered in Frisco, Texas, National Envelope has eight plants and 15 percent of the envelope market. Revenue of $427 million in 2012 resulted in a $60.1 million net loss, continuing an unbroken string of losses since 2007. NE OPCO, Inc., doing business as National Envelope, along with affiliate NEV Credit Holdings, Inc., filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-11483) on June 10, 2013. The company disclosed liabilities including $148.4 million in secured debt, with $37.5 million owing on a revolving credit and $15.6 million on a secured term loan. There is a $55.7 million second-lien debt 82 percent held by a Gores Group LLC affiliate. National Envelope, then known as NEC Holdings Corp., first sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. The business was bought by Gores Group LLC for $208 million in a bankruptcy sale. National Envelope, through NE OPCO, has returned to bankruptcy to pursue a plan of reorganization or sell the assets as a going concern via 11 U.S.C. Sec. 363. The Debtor plans to facilitate a sale of the business with publicly traded competitor Cenveo Inc. In the new Chapter 11 case, the company has tapped the law firm Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP as financial adviser, and Epiq Bankruptcy Solutions as claims and notice agent. The Gores Group is represented by Weil, Gotshal and Manges LLP and Lowenstein Landler LLP. Salus Capital Partners, the DIP agent, is represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht & Tunnell LLP. Wells Fargo Capital Finance, LLC, the prepetition senior agent, is represented by Goldberg Kohn Ltd and DLA Piper. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq., Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J. Keane, Esq. Guggenheim Securities, LLC, serves as its investment banker and financial advisor. As reported in the TCR on July 25, National Envelope won court approval on July 19 for a global settlement permitting a sale of the company without objection from the official unsecured creditors' committee. The settlement ensures some recovery for unsecured creditors. The Company also won final approval for $67.5 million in bankruptcy financing being supplied by Salus Capital Partners LLC. The settlement will create a trust for unsecured creditors funded with $250,000 over 10 weeks. If a sale pays off the $67.5 million of bankruptcy financing, the creditors' trust will receive another $500,000. From the first $4 million surplus after repaying bankruptcy financing, secured lenders will receive 75 percent, with the other 25 percent for unsecured creditors. Secured lenders will give 3 percent of additional sale proceeds to unsecured creditors, all in return for the committee's agreement to withhold objection to a sale. The settlement creates a separate $790,000 fund to be used in winding down the Chapter 11 case. As reported in the TCR on August 26, NE Opco Inc., which does business as National Envelope, struck a $65 million sales trifecta as the bankrupt envelope maker announced a series of deals to parcel out its assets among three separate buyers. The proposed transactions would see Connecticut-based printer Cenveo Inc. acquire National Envelope's operating assets for $25 million, Hilco Receivables LLC pick up accounts receivable for $25 million and Southern Paper LLC take on its inventory for $15 million, according to a sale motion filed in Delaware bankruptcy court. NATURAL RESOURCE: Moody's Rates Proposed $300MM Senior Notes 'B3' ----------------------------------------------------------------- Moody's Investors Service assigned a first-time B3 rating to Natural Resource Partners LP proposed $300 million senior unsecured notes maturing in 2021. Moody's also assigned B1 and B1- PD ratings respectively to the company's corporate family and probability of default ratings. The proceeds from the offering will be used to refinance existing indebtedness, as well as pay related fees and expenses, and for general corporate purposes. Moody's also assigned Speculative Grade Liquidity (SGL) rating of SGL-3. The outlook is stable. Ratings Rationale: The B1 corporate family and probability of default ratings reflect NRP's substantive reserve base, relatively low leverage, and strong interest coverage. At the same time, the ratings recognize NRP's concentration in US coal business, particularly high degree of exposure to Central Appalachia (CAPP) and metallurgical coal, and the risks surrounding future limited partner distributions. NRP is a royalty stream business that principally owns and manages mineral reserves. The company leases land positions to many of the large coal producers which then pay a royalty fee per ton or as a percentage of the selling price in exchange for the land use. NRP's typical lease has a five to ten year term and NRP is not responsible for permitting, employee liabilities, reclamation, or maintenance capex on the properties it leases. However, even with the contract terms and minimum royalty payments, NRP's revenues can fluctuate with production volumes and selling prices of commodities mined on their lands. Moody's notes that over the past twelve months, roughly 35% of NRP's revenues were derived from Central Appalachian coals, and roughly 80% from coal and coal-related infrastructure. The CAPP region is particularly susceptible to falling coal volumes due to much higher mining costs and less competitiveness with natural gas. The thermal coal mined in the region is also expected to face declining pricing and demand when Mercury and Air Toxic Standards (MATS), effective in 2015, will threaten to shut down many smaller coal plants in the region. Metallurgical coal, which comprises roughly third of NRP's coal business by volume, has experienced significant recent declines in prices, with limited potential for recovery over the next eighteen months. Near-term pricing weakness, and longer-term volatility in met prices, are likely to have a material impact on NRP's performance. That said, the ratings also acknowledge NRP's efforts to diversify into other commodities and businesses, including recent acquisition of OCI (soda ash minerals), oil and gas, and infrastructure assets. On the thermal coal side, Moody's acknowledges the relative strength in the Illinois Basin (ILB) coal and infrastructure assets, responsible for over 20% of the company's revenues. Moody's also notes that NRP's key ILB lessee is poised for growth. NRP's top lessees are Alpha Natural Resources (B1 RUR), Foresight Energy (B2 stable), and Cliff Natural Resources (Baa3 stable) accounting for over 60% of 2012 revenues. The ratings reflect the benefits stemming from reliance on these relatively large and stable operators with competitive mines. As a Master Limited Partnership, NRP distributes substantially all of its operating cash flows, limiting the company's opportunities to delever. The company does not have maintenance capex requirements, and acquires new assets opportunistically, usually financed with additional debt. These factors raise the risk of elevated leverage and limited ability to pay down debt in stressed market conditions. Speculative Grade Liquidity rating of SGL-3 reflects Moody's expectation that the company will have sufficient liquidity over the next twelve months. The company has over $100 million cash on hand and is expected to generate sufficient operating cash flows to largely finance its MLP distributions. Moody's expects headroom under the company's $300 million revolver's financial covenants to be limited, which could restrict availability in stressed market conditions. The stable outlook reflects Moody's expectation that Debt/ EBITDA, as adjusted, will be maintained below 5x, and that liquidity will remain adequate. Although an upgrade in the near term is unlikely, factors that could result in an improved outlook or ratings would be a sustainable improvement in operating performance, sustained meaningful free cash flows after MLP distributions, and meaningful debt reduction. If the company can maintain consolidated leverage (gross debt to adjusted EBITDA) below 3.5x and good liquidity, an upgrade could be considered. Factors that would negatively impact the ratings would be deterioration in credit metrics (margins and cash flow) due to a decline in coal production or average realized prices. Lower ratings could also result from debt-financed acquisitions, special distributions, or a material impairment in liquidity. A downgrade would be considered if Debt/ EBITDA were expected to track above 5x. The principal methodology used in this rating was the Global Mining Industry Methodology published in May 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Natural Resource Partners L.P. is a limited partnership formed in April 2002 and is headquartered in Houston, Texas. NRP engages in the ownership, management, and leasing of mineral properties in the United States. It owns coal reserves in Appalachia, the Illinois Basin, the Western United States, as well as lignite reserves in the Gulf Coast region. As of December 31, 2012, the company owned or controlled approximately 2.4 billion tons of proven and probable coal reserves and generated $382 million of revenues. NSG HOLDING: Moody's Affirms Ba1 Sr. Debt Rating; Outlook Stable ---------------------------------------------------------------- Moody's Investors Service has affirmed NSG Holding, LLC's Ba1 rating on its outstanding senior secured debt, including a $146 million term loan due December 2019, $56 million Incremental Loan due December 2019, and $441 million in outstanding senior secured notes due December 2024. In addition, NSGH has $83.9 million in project level debt at Orange Cogen Funding (Baa3, stable). The outlook is stable. Ratings Rationale: The affirmation follows NSGH's expected utilization of $56 million of the $104 million Incremental Facility available to it under its credit agreement to make a dividend to its parent, Northern Star Generation, LLC. NSG intends to acquire a 50% interest in the NCA#1 facility currently owned by Chevron. NSGH owns the other 50% interest. NCA#1 is a 90MW Qualifying Facility (QF) that sells capacity and energy through April 2023 to Nevada Power Company (NPC: Baa2, stable). Steam is sold to Georgia Pacific Corporation (GP: Baa2, stable) for use in its wallboard manufacturing plant through 2023 as well. The affirmation and maintenance of a stable rating reflects NSGH's robust fundamental credit profile demonstrated by long-term contracted cash flows with investment grade off-takers substantially through the 2024 tenor of the Senior Notes. NSGH has demonstrated, strong historical operating performance with availability levels at 90% or greater across its portfolio of assets consisting of 1,132 megawatts (MW) of net ownership and capacity factors largely consistent with the plant design. For example, baseload assets such as Orlando and NCA#1 had average capacity factors of 79% and 96%, respectively, from 2007 to 2012. The intermediate dispatch facilities, Mulberry and Orange achieved 40% capacity factors over the same time period. On a forward looking basis, Moody's expects financial metrics such as the debt service coverage ratio (DSCR) based on distributable cash flow to NSGH to approximate 1.8x -- 2.0x and funds from operations to debt ratio (FFO/Debt) excluding project debt to range from 11% to 15% in the next three to five years based on conservative scenarios considered by Moody's. This is largely consistent with historical performance of NSGH and partly supported the rating upgrade to Ba1 from Ba2 in November 2012. Moody's observes that the acquisition is being structured in a manner such that the cash flow generated from the remaining 50% interest in NCA#1 will be outside of the collateral package and not directly available to the borrower. This aspect of the transaction compounded with the higher debt burden is negative to credit quality. Moody's notes that following usage of this Incremental Loan, NSGH retains the ability to issue an additional $48 million remaining under the Incremental Facility and an additional $100 million of Senior Notes under the Indenture. However, each issuance would require a rating affirmation prior to the debt being incurred. Furthermore, should the ratings fall below Ba2 or an equivalent rating at any time then no additional debt can be considered under the Indenture. Notwithstanding this rating affirmation, in light of the incremental risk that results from the manner in which this transaction is being completed, future issuance of incremental debt without the benefit of associated cash flow would increase the likelihood of a negative rating action at NSGH. The rating could be pressured downward should debt reduction fail to materialize as per the target amortization schedule under the term loan or should FFO/Debt fall below 10%. In light of this rating affirmation, upward rating pressure is unlikely. Moody's further notes that another limitation to higher rating factor is the collateral package which does not include a first lien of the hard assets or the contracts. NSG Holdings LLC, a subsidiary of Northern Star Generation LLC, owns equity interests in eight power generation facilities located throughout the United States totaling approximately 1,130 megawatts (MW) in net ownership. The following assets are 100% owned by NSGH: the 115 MW gas-fired, qualifying facility (QF) Mulberry plant in Bartow, Florida; the 104 MW Orange gas-fired QF in Bartow Florida; and the 680 MW gas- fired Vandolah project in Hardee County, Florida and the 87.5MW Cambria waste-coal project in Pennsylvania. The following projects each represented by NSGH's proportional (net) ownership and are 50% owned or less consist of: the 59.6 MW gas-fired QF Orlando project in Orlando, Florida; the 45MW gas-fired Nevada Cogeneration Associatest#1 (NCA#1) project located in Las Vegas, Nevada; the 28.7MW waste-coal Colver project in Pennsylvania; and the 13.1MW ACE coal project in California. All of the assets sell their energy and capacity to investment grade utility off-takers under long-term contracts except Cambria which is merchant and ACE, whose contract expires in 2015. NSG is jointly owned 50% by OTPPB U.S. Power, LLC, a wholly-owned subsidiary of Ontario Teachers' Pension Plan Board (OTPPB) since 2004 and 50% by UBS Northern "C'' LLC, a wholly-owned indirect subsidiary of UBS International Infrastructure Fund (UBS IIF) since 2007. The principal methodology used in this rating was Power Generation Projects published in December 2012. OASIS PETROLEUM: S&P Puts 'B+' CCR on CreditWatch Positive ---------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings on Houston-based exploration and production company Oasis Petroleum Inc. on CreditWatch with positive implications, including the 'B+' corporate credit rating and 'B' senior unsecured rating. The CreditWatch placement follows Oasis' announcement that it plans to acquire assets in the Bakken and Three Forks areas of the Williston Basin for about $1.5 billion in cash. S&P believes the added reserves and production will enhance Oasis' business risk profile, while the company's leverage will remain adequate at the 'BB-' rating level. The acquired assets are contiguous to Oasis' current acreage in the Williston basin and will bring the company's total proved reserves and production to about 215 million barrels of oil equivalent (boe) and 43,000 boe per day, respectively. S&P believes this acquisition enhances Oasis' business risk profile through added scale and growth potential. Although the financing details of these transactions are not yet public, S&P estimates that debt to EBITDA would approximate 3x at year-end 2014 if the company were to fully debt-finance the transactions. Although Oasis has the ability to fund the purchases with cash-in-hand and availability under its revolving credit facility, S&P expects the company to access the capital markets to refinance a portion of these acquisitions--thereby maintaining an adequate liquidity position. The CreditWatch with positive implications reflects the potential for a one-notch upgrade of the corporate credit rating to 'BB-' from 'B+'. "The CreditWatch placement also reflects the possibility that we could raise our rating on Oasis' unsecured debt, pending an assessment of the resulting capital structure, the credit facility borrowing base, and our recovery asset valuation after the acquisition closes. We expect to resolve the CreditWatch placement near the close of the acquisitions, in early October 2013," said Standard & Poor's credit analyst Christine Besset. OMNI RESOURCE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Omni Resource Recovery, Inc. 92 Corporate Park Irvine, CA 92606 Bankruptcy Case No.: 13-24966 Chapter 11 Petition Date: September 4, 2013 Court: U.S. Bankruptcy Court Central District of California (Riverside) Judge: Mark S. Wallace Debtor's Counsel: William J. Wall, Esq. THE WALL LAW OFFICE, P.C. 9900 Research Drive Irvine, CA 92618-4309 Tel: (949) 387-4300 Fax: (800) 722-8196 E-mail: wwall@wall-law.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb13-24966.pdf The petition was signed by Joe Castro, president. PATRIOT COAL: Files Plan of Reorganization in Bankruptcy Court -------------------------------------------------------------- Patriot Coal Corporation on Sept. 6 filed a Plan of Reorganization with the U.S. Bankruptcy Court for the Eastern District of Missouri as contemplated by the terms of Patriot's Debtor-in- Possession financing. The Company anticipates filing its Disclosure Statement with the Bankruptcy Court this week, which will contain additional details about the proposed Plan. Nick Brown, writing for Reuters, reported that Patriot Coal filed a restructuring plan that would pay back secured creditors and wipe out shareholders, four weeks after reaching new, cost-saving labor contracts with unionized workers. According to the report, in court papers filed in U.S. Bankruptcy Court in St. Louis, Patriot detailed a plan that would pay back secured creditors in cash while cutting recoveries for unsecured creditors, who would be given equity in the restructured Patriot. Current equity holders are not expected to recover anything. Patriot in a statement said it will provide more detail on the plan this week, the report said. A spokesman for the company declined to comment. The plan still needs the support of creditors, along with approval by Judge Kathy Surratt-States. Patriot's restructuring is closely tied to its efforts to cut back on the high labor costs it listed as a key factor in its bankruptcy filing last year, the report related. The company reached new labor deals in August after a long fight with unionized workers, enabling it to forecast creditor recoveries and draw up a payback plan. Under the new labor terms, Patriot will reduce wages, overtime pay and vacation, and eliminate shift differentials for 1,700 unionized workers, the report added. Retiree healthcare and pension benefits, meanwhile, will be transferred to an outside trust. The United Mine Workers of America, which represents 13,000 Patriot retirees and their relatives, will receive a roughly 35 percent equity stake in the reorganized Patriot, which it can sell to help bolster those benefits. 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. PBP PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: PBP Properties, Inc. 21 West Colony Place #210 Durham, NC 27705 Bankruptcy Case No.: 13-81121 Chapter 11 Petition Date: September 5, 2013 Court: United States Bankruptcy Court Middle District of North Carolina (Durham) Judge: William L. Stocks Debtor's Counsel: Douglas Q. Wickham, Esq. HATCH, LITTLE & BUNN, LLP 327 Hillsborough St. P.O. Box 527 Raleigh, NC 27602 Tel: (919) 856-3940 E-mail: dqwickham@hatchlittlebunn.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Earl L. Pickett, president. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Earl L Pickett Enterprises, Inc. 12-81284 08/29/12 PEABODY ENERGY: Fitch Rates $2.7BB Senior Secured Loan 'BB+' ------------------------------------------------------------ Fitch Ratings expects to rate Peabody Energy Corporation's (Peabody; NYSE: BTU) proposed $2.7 billion senior secured credit facility 'BB+'. The Rating Outlook is Stable. The credit facility is comprised of a $1.5 billion revolver and a $1.2 billion term loan B. The new revolver will mature in five years, replacing the $1.5 million unsecured revolver due 2015. The new term loan B will repay the unsecured term loans with an aggregate amount outstanding of $1.2 billion due 2015 and 2016. The term loan will amortize at 1% per year with a final maturity in 2020. The facility will benefit from a priority claim on the cash flows from the Australian operations through the pledge of 65% of the capital stock of material first tier foreign subsidiaries and 100% of the capital stock of the domestic entity that possesses the intercompany note receivable generated by the acquisition of Macarthur Coal Ltd. The facility will have, pari passu with the senior unsecured notes, the upstream guarantees of material wholly-owned domestic subsidiaries. The new revolver will have a minimum interest coverage covenant of at least 1.5 times (x) and a maximum net secured leverage ratio expected to be less than or equal to 3.5x. A breach would only constitute an event of default under the term loan if the revolving credit is declared due as a result of the breach. Fitch expects Peabody to be in compliance with its covenants. Key Rating Drivers Peabody's credit ratings reflect large, well-diversified operations, good control of low-cost production, strong liquidity and high financial leverage following the acquisition of Macarthur Coal Limited for $4.8 billion in an all-cash transaction in 2011. Peabody is the largest private sector coal company, globally, with 28 mining operations producing primarily low-sulfur thermal coal from the Powder River Basin (PRB - 2012, 139 million tons), high heat thermal coal from the Illinois Basin (IB - 2012, 27 million tons), and thermal and metallurgical coal in Australia primarily for the seaborne markets (2012, 33 million tons). Proven and probable reserves are 9 billion tons. Earnings are supported by top line visibility in the U.S.; virtually all of 2013 shipments and 70%-80% of 2014 expected shipments are priced. Domestic segment adjusted EBITDA was $1.3 billion in 2012 and $535 million in first half of 2013. In 2012, domestic volumes dropped 5% to 193 million tons given industry- wide lower coal burns given extraordinarily cheap natural gas. The company's U.S. operations account for roughly 20% of U.S. coal production. Earnings are leveraged to metallurgical coal prices. The Australian segment comprises seaborne coking, PCI and steam coal sales. For the first half of 2013, the Australian adjusted EBITDA was $212.9 million on 16.9 million tons sold at an average realization of $87.84/ton compared with $536.3 million on 14.8 million tons sold at average realizations of $117.59/ton for the first half of 2012. Fitch's calculation of consolidated operating EBITDA for the half ended June 30, 2013 was $480 million compared with $952 million in the first half of 2012. Strong supply in the Asia Pacific region and slower demand growth are currently weighing on prices. There are indications that the domestic steam coal market has bottomed with improving coal burn, declining inventories and firmer contracting. Fitch expects softness in the seaborne thermal market through 2013 given ramp-up of new capacity. Metallurgical coal prices are likely to remain at depressed levels to flush excess supply out of the market; this could stretch into 2014. Liquidity is strong, with cash on hand of $518 million as of June 30, 2013 (of which approximately $350 million was in the U.S.) and availability under the company's $1.5 billion revolver of $1.4 billion after utilization for $112 million in letters of credit. Covenants under the existing bank facilities include an interest coverage minimum of 2.5 times (x) and a leverage maximum of 5.5x for 2013. Total debt with equity credit of $6 billion compares to latest 12 months (LTM) June 30, 2013 operating EBITDA of $1.3 billion at 4.5x. Free cash generation has been positive despite lower than anticipated earnings on capital and cost discipline. Peabody has substantial legacy liabilities and adjusted leverage is about 5.1x. Pro forma scheduled maturities of debt over the next five years are estimated at $3 million in 2013, $12 million in each of 2014 and 2015, $662 million in 2016, and $21.3 million in 2017. Fitch expects Peabody to continue to focus on debt repayment while leverage is above 3x but thereafter to continue to invest in Australia and Asia to the extent of its excess free cash flow. Capital expenditure guidance for 2013 is between $350 million and $450 million. Fitch expects operating EBITDA of at least $1 billion and negative free cash flow of about $100 million in 2013. The Stable Outlook reflects Fitch's view that the coal markets are at or near the bottom of the cycle and should show slow recovery. Fitch expects leverage will be above 4.5x through 2014 dropping below 4x by the end of 2015. Ratings Sensitivities Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Cash operating losses in Australia; -- Expectations of negative free cash flow in 2014; -- Failure to reduce debt. Positive: Future developments that may lead to a positive rating action are not anticipated over the next 12 months but may include: -- Leverage sustainably below 3.5x. Fitch currently rates Peabody as follows: -- Issuer Default Rating 'BB'; -- Senior unsecured notes 'BB'; -- Senior unsecured revolving credit and term loans 'BB'; -- Convertible junior subordinated debentures due 2066 'B+'. Fitch expects to rate the proposed senior secured revolving credit and term loan at 'BB+'. PEABODY ENERGY: New Credit Facilities Get Moody's Ba1 Rating ------------------------------------------------------------ Moody's assigned Ba1 ratings to Peabody's new secured credit facilities, including $1.2 billion Term Loan B and $1.5 billion Revolver. Moody's also affirmed all existing ratings, including Ba2 corporate family rating. Ba2-PD probability of default rating, Ba2 ratings on senior unsecured debt and B1 rating on subordinated debt. The outlook is stable. Moody's also affirmed Speculative Grade Liquidity rating of SGL-2. The proceeds of the new secured Term Loan B, maturing in 2020, are expected to be used to repay the entire outstanding amount under Term Loan A, due in 2015 and 2016. The $1.5 billion revolver is expected to be undrawn at the time of closing, and will have a tenor of five years. The facility is expected to be secured by the 65% stock pledge in the company's Australian operations, as well as 100% stock pledge in a US subsidiary which sole asset is a $4.7 billion note receivable from the holding company of the Australian operations. Moody's expects no restrictive financial maintenance covenants on Term Loan B, and substantial headroom under revolver's financial covenants, which are expected to include a maximum secured leverage and a minimum interest coverage tests. Ratings Rationale: The Ba1 rating on the secured facility, one notch above the Ba2 CFR, reflect the benefit of having a stock claim on Peabody's Australian asset platform in the event of bankruptcy. Although the level of security provided by a capital stock pledge is limited, as compared to a direct asset lien, Moody's believes that protections afforded to the secured creditors are nevertheless stronger relative to the unsecured notes. The Ba2 CFR continues to reflect Peabody's significant size and scale, broadly diversified reserves and production base, efficient surface mining operations, and a solid portfolio of long-term coal supply agreements with electric utilities. The rating also reflects the company's organic growth opportunities, and strong management. Challenges for the rating include challenges facing the US coal industry, the potential volatility of the company's Australian operations due to its exposure to metallurgical coal, foreign currency fluctuations, operational risks inherent in the coal industry, and persistent cost pressures. The company's Speculative Grade Liquidity Rating of SGL-2 reflects Peabody's improved liquidity following the transaction, which includes substantial revolver capacity. Peabody has over $500 million in cash and cash equivalents, and almost full availability of its new $1.5 billion revolving credit facility, which matures in 2018. Following refinancing, Peabody's next significant maturity will be $650 million in senior notes coming due in 2016. Moody's expects Peabody to have substantial headroom under covenants. Even following the secured debt issuance, Peabody will still have several alternatives for arranging back-door liquidity if necessary. Peabody's large number of mines and its operational diversity across the PRB and Illinois Basin give it the flexibility to sell non-core assets if necessary. The stable outlook reflects Moody's expectation that continued recovery in met prices over the medium term, along with cost containment, will offer support to the company's credit metrics and return Debt/ EBITDA, as adjusted, to levels below 6x on a sustainable basis. Although upgrade is unlikely in the near term, ratings could be upgraded if Debt/ EBITDA, as adjusted, was expected to fall below 4x on sustainable basis. A downgrade would be considered if liquidity position deteriorated, Debt/ EBITDA was expected to exceed 6x on sustainable basis, free cash flows were persistently negative, and/or debt capitalization ratio was expected to track above 65%. The principal methodology used in this rating was the Global Mining Industry Methodology published in May 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Peabody Energy Corporation is the world's largest private sector coal company with 28 coal mining operations in the US and Australia and approximately 9 billion tons of proven and probable reserves. In 2012 the company sold 249 million tons of coal and generated $7.9 billion in revenues. PEABODY ENERGY: S&P Rates New $2.7-Bil. Senior Secured Debt 'BB+' ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB+' issue-level rating (one notch above the corporate credit rating) to Peabody Energy Corp.'s proposed $2.7 billion senior secured credit facilities. The proposed facilities consist of a five-year $1.5 billion revolving credit facility and a seven-year $1.2 billion term loan B. The recovery rating on the facilities is '2', indicating S&P's expectation for a substantial (70% to 90%) recovery in the event of a payment default. At the same time, S&P is revising the recovery rating on the company's unsecured debt to '4' from '3'. The '4' recovery rating indicates S&P's expectation for an average recovery (30% to 50%) in the event of a payment default. The unsecured debt issue level rating remains unchanged at 'BB', the same as the corporate credit rating. The proposed facilities will refinance Peabody's existing unsecured $2.7 billion credit facilities. S&P understands that the collateral package for the proposed facilities will not include any domestic operating assets to avoid triggering covenants in the bond indentures that would require equal and ratable security for Peabody's senior notes. According to the term sheet, the facilities will be secured by a pledge of 65% of the stock of a holding company for Peabody's Australian operations and a 100% pledge of the stock of a nonguarantor domestic subsidiary that holds an intercompany note receivable due from an Australian-operations holding company. In S&P's view, the proposed collateral package, although limited, gives the facilities a priority claim to at least 65% of the value of Peabody's Australian operations (under S&P's analysis, the Australian operations account for about half of Peabody's total recovery value). This priority position, in turn, reduces expected recoveries for Peabody's unsecured senior debt under our analysis. The 'BB' rating on Peabody reflects its satisfactory business risk profile and aggressive financial risk profile. S&P's assessment of its business risk reflects its good U.S. competitive position, substantial and diversified reserve base, and significant Australian operations. Peabody is the world's largest private sector coal company and North America's largest coal producer. It has diversified reserves totaling more than 9 billion tons in the western U.S., the Illinois Basin, and Australia. S&P's view of the company's financial risk reflects its currently high debt levels and exposure to volatile coal pricing. Global coal market conditions remain weak, and as a result, S&P expects that Peabody's adjusted EBITDA will drop to $1.2 billion to $1.4 billion in 2013 and leverage will climb to between 6.5x and 7x. S&P expects modest improvements in 2014 and currently expects that 2014 EBITDA should be in the $1.4 billion to $1.5 billion range, with debt to EBITDA remaining elevated at about 5.5x. S&P expects funds from operations to total debt will be less than 15% in both years. Ratings List Peabody Energy Corp. Corporate Credit Rating BB/Stable/-- Peabody Energy Corp. To From Rating Unchanged/Recovery Rating Revised Unsecured Debt BB BB Recovery Rating 4 3 New Rating Peabody Energy Corp. $1.5 billion revolving credit fac due 2018 BB+ Recovery Rating 2 $1.2 billion term loan B due 2020 BB+ Recovery Rating 2 PETER DEHAAN: Court Sets Oct. 2 Hearing on Confirmation of Plan --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon, according to Peter Dehaan Holsteins, LLC's case docket, will convene a hearing on Oct. 2, 2013, at 10 a.m., to consider the confirmation of the Debtor's Third Amended Plan of Reorganization dated Aug. 20, 2013. The approved Third Amended Disclosure Statement provides, among other things, that: 1. The estimated percentage recovery for General Unsecured Claims is 100 percent. Each holder of an Allowed Convenience Unsecured Claim will receive a single payment equal to 100 percent of the amount of Allowed Claim in cash in full and final satisfaction of the Allowed Claim. 2. The Debtor will continue to pay Naeda Financial, LLC on account of its secured claim regular monthly payments in accordance with the terms of its contract with Naeda and Naeda will retain its liens on the collateral securing its claim. 3. Peter DeHaan, the equity security holder of the Debtor will retain his 100 percent membership interest in the Debtor and Reorganized Debtor in consideration for (1) the waiver of his claim in the amount of $1,254, (2) the sale or surrender of the Salem Property and (3) the continued contribution of his real property assets to be leased to and used by Debtor in its post-confirmation dairy operations. The Debtor will implement the Plan primarily through earnings and the sale of assets. A redline copy of the Disclosure Statement dated Aug. 20, 2013, is available for free at: http://bankrupt.com/misc/PETER_DEHAAN_3ds.pdf 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. Jeffrey C. Misley, Esq. -- jmisley@sussmanshank.com -- and Timothy A. Solomon, Esq. -- tsolomon@sussmanshank.com -- 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. PINNACLE OPERATING: S&P Rates $300MM 2nd-Lien Secured Notes 'CCC+' ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned a 'CCC+' rating (two notches below the corporate credit rating) to Pinnacle Operating Corp.'s proposed offering of $300 million of second-lien senior secured notes due 2020. S&P also assigned a '6' recovery rating to the proposed offering, indicating its expectation for negligible (0% to 10%) recovery in the event of a payment default. The company plans to use proceeds primarily to fully repay its $125 million second-lien term loan due 2019 and near seasonal peak borrowings under its unrated asset-based loan (ABL) revolving credit facility. At the same time, S&P affirmed its 'B' corporate credit rating on Pinnacle. Based on S&P's updated recovery analysis, it also affirmed its 'B' issue rating on the company's $350 million ($347 million remaining balance) senior secured first-lien term loan maturing in 2018 and revised its recovery rating on this debt to '3' from '4' to reflect our expectation for meaningful (50% to 70%) recovery in the event of a payment default. "The ratings reflect our assessment of Pinnacle's business risk profile as 'weak' and its financial profile as 'highly leveraged'," said Standard & Poor's credit analyst Cynthia Werneth. Pinnacle distributes seeds, fertilizers, and crop chemicals, and provides agricultural services such as field mapping, soil sampling, and yield analysis. Pinnacle's operations consist of more than 100 retail locations in a 13-state area in the southeastern region of the U.S., and its strategy is to develop a national agricultural input distribution network. Pinnacle is a portfolio company of private equity firm Apollo Global Management LLC. The outlook is stable. Despite seasonal fluctuations in earnings and cash flow, and the company's aggressive growth plans, S&P expects credit metrics to remain in a range appropriate for the ratings even at periods of seasonal peak borrowings. S&P's expectations include debt to EBITDA of 5x to 6x and FFO to debt of about 10%. S&P also expects liquidity to remain "adequate" as defined in its criteria. S&P could lower the ratings if leverage exceeds 6x or liquidity is stretched to the point it deems it "less than adequate" as defined in its criteria. This could come about under poor industry conditions (which includes extremely bad weather), in the face of a larger-than-expected debt-financed acquisition or more rapid internal growth, or operating problems that cause working capital to balloon. S&P believes leverage could exceed 6x if 2014 revenues are 8% below the approximately $1.2 billion it expects in its base case, assuming EBITDA margins of about 10%. S&P considers the likelihood of an upgrade as remote at this juncture because it believes the company will remain highly leveraged as it executes its aggressive growth plan. Longer term factors in addition to lower leverage that could favorably affect our assessment of the company's credit quality include strengthening of the business risk profile and the private equity sponsor relinquishing control of the company. PINNACLE PROCESSING: Case Summary & 13 Unsecured Creditors ---------------------------------------------------------- Debtor: Pinnacle Processing Group, Inc. 300 Queen Anne Ave N #616 Seattle, WA 98109 Bankruptcy Case No.: 13-18011 Chapter 11 Petition Date: September 3, 2013 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Larry B. Feinstein, Esq. VORTMAN & FEINSTEIN 500 Union St Ste 500 Seattle, WA 98101 Tel: (206) 223-9595 E-mail: feinstein2010@gmail.com Scheduled Assets: $15,203 Scheduled Liabilities: $2,784,017 A copy of the Company's list of its 13 unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/wawb13-18011.pdf The petition was signed by Scott Banchero, CEO and president. POLYMEDIX INC: Cellceutix Buys Assets in Bankruptcy --------------------------------------------------- Cellceutix Corporation on Sept. 9 disclosed that it has acquired substantially all of the assets of the company formerly known as PolyMedix, Inc., and previously traded as PYMX, a clinical stage biotechnology company which developed small-molecule drugs for the treatment of infectious diseases and innate immunity disorders. The acquisition includes the PolyMedix pipeline of nine compounds as well as the substantial equipment assets at PolyMedix's 25,000- square-foot headquarters and laboratory. The acquisition includes PolyMedix's flagship drug candidate Brilacidin, a first-in-class defensin-mimetic antibiotic that has completed a Phase 2a clinical trial demonstrating safety, tolerability and efficacy in patients with acute bacterial skin and skin structure infections ("ABSSSI") caused by Staphylococcus aureus. In the clinical trial, Brilacidin hit its primary endpoints with high and low doses outperforming Cubist Pharmaceuticals' Cubicin in the control arm of the study. "This is a transformational development for our Company and shareholders; adding the assets of PolyMedix for a tiny fraction of what we believe the company is truly worth," said Leo Ehrlich, Chief Executive Officer at Cellceutix. "We are very excited about instantly having a strong antibiotic franchise to complement our already robust pipeline that now contains 18 compounds. We intend to quickly advance Brilacidin into a Phase 2b clinical trial, a drug that we believe could one day compete with drugs like Pfizer's Zyvox, which generated $1.35 billion in sales in 2012. The acquisition, which includes laboratory equipment and other furnishings that we are confident cost in excess of $1 million, makes us an even more formidable company. As such, we have shifted our development strategy with our anti-psoriasis drug, Prurisol, to forego the planned Proof-of-Concept trial overseas and have already begun preparing the regulatory paperwork for the Food and Drug Administration to initiate a larger-scale, Phase 2/3 multi-center trial. The adjustment will save us hundreds of thousands of dollars and months of time that will now be better served to position us to potentially have up to five clinical trials ongoing in 2014. This acquisition dovetails very nicely in our goals to continue to build shareholder value and uplist to a senior exchange in the near future." PolyMedix filed for Chapter 7 bankruptcy protection on April 1, 2013. Following a due diligence process, Cellceutix submitted a "stalking horse" bid for the PolyMedix assets in August. On Wednesday, September 4, the Bankruptcy Court for the District of Delaware approved the asset purchase agreement. In the transaction, Cellceutix assumes none of the debt associated with PolyMedix. The purchase price was $2.1 million in cash and 1.4 million shares of CTIX stock. Less than two years ago, PolyMedix had 28 employees, a market capitalization of $227.4 million and was rated as "outperform" by a well-known investment banking firm. About Cellceutix Headquartered in Beverly, Massachusetts, Cellceutix -- http://www.cellceutix.com-- is a clinical stage biopharmaceutical company focused on discovering small molecule drugs to treat unmet medical conditions, including drug-resistant cancers and autoimmune diseases. About PolyMedix Headquartered in Radnor, Pennsylvania, PolyMedix, Inc. -- http://www.polymedix.com-- is a clinical-stage biotechnology company. PolyMedix is engaged in developing small-molecule drugs for the treatment of serious acute care conditions. The Company has created defensin mimetic antibiotic compounds, heparin antagonist compounds, and other drug compounds intended for human therapeutic. The Company has internally created a pipeline of infectious disease, cancer supportive care and cardiovascular product candidates. The Company's product includes PMX-30063 and PMX-60056 and other PMX defensin-mimetics. In February 2011, the Company completed and announced positive results from a randomized, double-blind, placebo-controlled Phase I exposure- escalation clinical study where it evaluated the safety and pharmacokinetics of PMX-30063 in once-daily dosing up to 14 days. QUBEEY INC: Case Summary & 4 Unsecured Creditors ------------------------------------------------ Debtor: Qubeey, Inc 15462 Cabrity Road Van Nuys, CA 91406 Bankruptcy Case No.: 13-15805 Chapter 11 Petition Date: September 5, 2013 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Douglas M. Neistat, Esq. GREENBERG & BASS 16000 Ventura Boulevard, #1000 Encino, CA 91436 Tel: (818) 382-6200 Fax: (818) 986-6534 E-mail: tkrant@greenbass.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Rocky Wright, president. Debtor's List of Its Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Parthasarathi Majumder Lawsuit - $500,000 Trustee/PR Majumder Charity Trust Majumder v. Qubeey; 12845 Rockwell Court Case No. Poway, CA 92064 RIC1309713 Jeff Franklin -- $450,000 10066 Cielo Drive Beverly Hills, CA 90210 Rocky Wright -- $290,000 203 W. Orange Heights Lane Corona, CA 92882 Fox Rothchild, LLP Legal Fees $200,000 RESIDENTIAL CAPITAL: Plan Confirmation Discovery Protocol Set ------------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York granted Residential Capital LLC and its debtor affiliates' motion to implement discovery protocol related to the contested process towards confirmation of their Chapter 11 plan. Only the Ad Hoc Group of Junior Secured Noteholders and the Notes Trustee objected to the proposed protocol, complaining that the procedures limit their access to certain documents. In response to the JSNs' objection, the Debtors maintained that they have put forward an eminently reasonable protocol for Plan Confirmation Discovery designed to create an organized and efficient process that, in the absence of such a protocol, could devolve into chaos. The Debtors asserted that the proposed Plan Confirmation Discovery Protocol provides fair and reasonable procedures to conduct and complete discovery in conformance with the schedule set by the Court. The Debtors added that the proposed protocol will further provide immediate access to any participant in the confirmation process to a repository of more than 14 million pages of materials already collected and produced. Judge Glenn stated that the JSNs and the Debtors submitted additional proposed modifications to the Discovery Protocol after the deadline for pleadings related to the Motion. For reasons stated in open court, Judge Glenn overruled the JSN Objection and granted the Motion. In overruling the JSNs' objection, Judge Glenn pointed out that a Phase I trial of many issues, including postpetition interest, between the JSNs and the Debtors is scheduled to begin on Oct. 15, 2013, and a Phase II trial will be conducted, if necessary, as part of the plan confirmation hearing. Judge Glenn said that since the JSNs appear at this time to be the major objectors to plan confirmation, largely based on the issues that will be tried as part of the Phase I trial and the Phase II trial during the confirmation hearing, discovery for both the adversary proceeding and confirmation substantially overlap. "Suffice it to say, based on the conduct of the JSNs in this case, the Court concludes that the JSNs have been engaged in a scorched- earth effort to delay and derail confirmation of the Plan in this case at all costs. While there are some serious legal and factual issues that separate the parties, the Court believes that the 14 million-plus pages of documents produced so far in this case in electronically-searchable form provide the JSNs (and any other parties) with the documents they are entitled to receive in discovery unless the JSNs (or other parties) can establish good cause for further targeted discovery," Judge Glenn said. 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. The bankruptcy court approved disclosure materials so creditors can vote on ResCap's reorganization plan. There will be a Nov. 19 confirmation hearing for approval of the plan, funded in part by a $2.1 billion settlement payment from Ally. The settlement gives Ally freedom from most lawsuits, although not from those brought by the FHFA. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Trial on FGIC Settlement Held -------------------------------------------------- On Aug. 16 and 19, 2013, the Bankruptcy Court held a trial on Residential Capital's motion for approval of the settlement agreement with Financial Guaranty Insurance Corporation, the FGIC Trustees and Certain Institutional Investors. Since the conclusion of the trial, the Court has received letters from counsel on behalf of Federal Home Loan Mortgage Corporation seeking to introduce additional evidence. At the trial, all parties were provided an opportunity to present their case, each party involved rested their case, and evidence closed at the end of the trial. In an order dated Aug. 29, Judge Glenn denied any and all requests to introduce additional evidence. The settlement agreement involves 47 separate securitizations with securities insured by FGIC. The Settlement Agreement provides for broad releases of claims asserted by both FGIC and the FGIC Trustees in connection with the FGIC Insured Trusts. The settlement would reduce FGIC's claim from $5.5 billion to $596.5 million and would terminate insurance policies guaranteeing the payment of principal and interest on mortgage-backed securities it holds that were issued or serviced by ResCap. 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. The bankruptcy court approved disclosure materials so creditors can vote on ResCap's reorganization plan. There will be a Nov. 19 confirmation hearing for approval of the plan, funded in part by a $2.1 billion settlement payment from Ally. The settlement gives Ally freedom from most lawsuits, although not from those brought by the FHFA. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Wants Turnover of Document Depository Delayed ------------------------------------------------------------------ In response to the motion for discharge filed by Retired Judge Arthur Gonzalez, the court-appointed examiner, Residential Capital LLC states that they recognize the vigorous efforts made by the Examiner and his Professionals throughout the bankruptcy cases but believe that granting the relief requested in the motion regarding transfer of the Document Depository at this time may be disruptive to the Chapter 11 plan confirmation process that is currently underway. The Debtors ask that if the Court directs the Examiner to turn over the Document Depository to the Debtors, that turnover should not take place until after the hearing on confirmation of the Chapter 11 Plan, which is scheduled to commence on Nov. 19. The Debtors are represented by Gary S. Lee, Esq., and Jamie A. Levitt, Esq., at MORRISON & FOERSTER LLP, in New York. 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. The bankruptcy court approved disclosure materials so creditors can vote on ResCap's reorganization plan. There will be a Nov. 19 confirmation hearing for approval of the plan, funded in part by a $2.1 billion settlement payment from Ally. The settlement gives Ally freedom from most lawsuits, although not from those brought by the FHFA. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Counterclaims in UMB, WF Suit Dismissed ------------------------------------------------------------ In the adversary proceeding captioned Residential Capital, LLC, et al. v. UMB Bank, NA (13-01343)(Bankr. S.D.N.Y.), Judge Glenn issued an order dated Aug. 29, 2013: * dismissing with prejudice the Defendants' Counterclaims Nine, Twenty-Two, Twenty-Three, Twenty-Four, Twenty-Five, Twenty-Six, Twenty-Eight; * dismissing without prejudice Counterclaims Five, Six, Twenty-Seven and Thirty because issues regarding default interest rate and regarding a 506(c) surcharge are not ripe for determination; * dismissing with prejudice Counterclaims Seven and Thirty Five, only with respect to avoidance actions and commercial torts; and * denying without prejudice the Debtors' motion to dismiss Counterclaim Twenty-Nine. Judge Glenn, on Aug. 28, heard argument on the Defendants' motion to dismiss the Debtors' complaint and the Debtors' and the Official Committee of Unsecured Creditors' motion to dismiss certain of the Defendants' counterclaims. With respect to the Defendants' Motion, the Court concluded that the issues should be resolved on a full evidentiary record, and therefore the Defendants' Motion to dismiss Counts Three and Five is denied without prejudice. Judge Glenn indicated that a memorandum opinion setting forth his reasoning will follow. A full-text copy of Judge Glenn's Order is available for free at: http://bankrupt.com/misc/RESCAP_umbapord0829.pdf As previously reported, the Debtors filed a first amended complaint against UMB Bank, N.A., in its capacity as indenture trustee for the 9.625% Junior Secured Guaranteed Notes due 2015 issued by Debtor ResCap, Wells Fargo Bank, N.A., in its capacity as third priority collateral agent and collateral agent for the Notes; and the Ad Hoc Group of Junior Secured Noteholders. The Debtors, through the complaint, sought a declaratory judgment that: (i) the JSNs' lien on general intangibles does not include any lien on the proceeds of, or value attributed to, the sale of the Debtors' assets to Ocwen Loan Servicing, LLC, or Walter Investment Management Corp.; (ii) the JSNs are not entitled to an adequate protection replacement lien because (a) there has been no diminution in the value of the Defendants' collateral during the pendency of the Chapter 11 Cases, and (b) the Debtors' use of cash collateral will not result in a diminution in the value of the Defendants' collateral; (iii) the JSNs are not entitled to a lien on the assets that secure the Ally Financial Inc. Letter of Credit or any other assets that have been released from the JSNs' collateral; (iv) the JSNs are not entitled to a lien on any proceeds from avoidance actions prosecuted on behalf of the Debtors' estates; and (v) the JSNs are undersecured in the aggregate; separately and independently, are not oversecured at any individual Debtor entity; and, as a result, are not entitled to postpetition interest either at the contractual rate or the contractual default rate. 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. The bankruptcy court approved disclosure materials so creditors can vote on ResCap's reorganization plan. There will be a Nov. 19 confirmation hearing for approval of the plan, funded in part by a $2.1 billion settlement payment from Ally. The settlement gives Ally freedom from most lawsuits, although not from those brought by the FHFA. 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). RESOURCES IN HEALTHCARE: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: Resources in Healthcare Management, LLC 1055 Wellington Way #275 Lexington, KY 40513 Bankruptcy Case No.: 13-52167 Chapter 11 Petition Date: September 3, 2013 Court: United States Bankruptcy Court Eastern District of Kentucky (Lexington) Debtor's Counsel: Dean A. Langdon, Esq. DELCOTTO LAW GROUP PLLC 200 N Upper St Lexington, KY 40507 Tel: (859) 231-5800 E-mail: dlangdon@dlgfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/kyeb13-52167.pdf The petition was signed by Lu Anne Wallace, member. RG STEEL: Seeks Approval to Retain Reed Smith as Special Counsel ---------------------------------------------------------------- RG Steel Wheeling, LLC and its affiliated debtors asked U.S. Bankruptcy Judge Kevin Carey for green light to retain Reed Smith LLP as their special litigation counsel. Reed Smith will continue to provide legal services to RG Steel in connection with the lawsuit it filed against The Monarch Machine Tool Co. in the Common Pleas Court in Belmont County, Ohio. If retained pursuant to an hourly fee arrangement, Reed Smith would already have earned hourly fees in excess of $425,000 in connection with the Monarch litigation. Currently, the firm's hourly rates range from $365 to $800 for partners; $330 to $630 for counsel; $275 to $450 for associates; and $185 to $320 for paraprofessionals. Reed Smith neither hold nor represent an adverse interest on the matter for which the firm is to be engaged, according to a declaration by Wayne Stansfield, Esq., a partner at Reed Smith. A court hearing is scheduled for Oct. 15. Objections are due by Sept. 20. 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. RIVER CANYON: Amended Reorganization Plan Declared Effective ------------------------------------------------------------ River Canyon Real Estate Investments, LLC, notified parties-in- interest the effective date of its Chapter 11 Plan occurred on Aug. 16, 2013. Among other things, the Plan Effective Date was conditioned on the Debtor obtaining exit financing. On Aug. 15, the Debtor closed its exit financing agreement with Lazarus Investments, LLC, in the amount of up to $10,000,000. Subsequent to the confirmation hearing, Lazarus obtained more favorable financing for its funding obligation from Vista Bank Texas, an FDIC member bank based in Texas. In addition to providing an additional $1,000,000 in credit, the loan from Vista Bank does not require participant banks or lender custody of certain loan collateral, as would have been required under the proposed loan from AMG National Bank that was discussed at the confirmation hearing. The loan terms between Lazarus and the Debtor are otherwise substantially the same. Plan Confirmation On July 31, 2013, the Court entered an order confirming the Debtor's Revised Fourth Amended Plan of Reorganization and approving a settlement with Beal Bank. Under the Beal Bank agreement, the parties agreed to the bifurcation of Beal's claim into a $2,925,017 secured claim and an approximately $33 million unsecured deficiency claim. The Debtor was to deliver into escrow a set of documents that would essentially deed to Beal the Debtor's ownership interest in its real and personal property that comprises Beal's collateral. In lieu of the transfer of ownership, the Debtor was given the option to pay Beal its secured claim amount by Aug. 15, 2013. If the payment was timely made, then Beal will have caused the escrowed documents to be released to the Debtor, the Debtor will have retained ownership of its property, and Beal will have released its unsecured claim. The Beal Agreement further obligates Beal to turnover to the Debtor deposit accounts under Beal's control with a total balance of approximately $680,000. The Debtor is required to release any and all claims it may have against Beal. Beal must release its claims against its guarantors, Glenn Jacks, managing member of MLC Development, LLC, which is the manager of the Debtor, and two of his business partners, Dan Hudick and Bill Hudick. The Reorganized Debtor contemplates funding its Plan obligations with cash from operations and a $10 million exit financing facility. A full-text copy of the Plan is available for free at: http://bankrupt.com/misc/RIVER_CANYON_4plan.pdf About River Canyon River Canyon Real Estate Investments, LLC, is the developer of the Ravenna residential real estate project in Douglas County, Colorado and the owner of The Golf Club at Ravenna, among other assets. River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No. 12-20763) on May 23, 2012, in Denver as part of its settlement negotiations with lender Beal Bank Nevada, and to preserve the value of its assets. At Beal Bank's behest, Cordes & Company was named, effective Oct. 15, 2010, as receiver for the 643-acre real estate development with golf course in Douglas County, Colorado. The Debtor disclosed assets of $19.7 million and liabilities of $45.3 million in its schedules. The property and golf course are estimated to be worth $11 million, and secures a $45 million debt. Judge Elizabeth E. Brown presides over the case. The Debtor is represented by Sender & Wasserman, P.C., as its Chapter 11 counsel. Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of the Debtor. Mr. Jacks, which has a 12.8% membership interest, signed the Chapter 11 petition. Richard A. Wieland, the U.S. Trustee for Region 19, was unable to form an official committee of unsecured creditors because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest develop among the creditors. RPR CONTRACTORS: Case Summary & 6 Unsecured Creditors ----------------------------------------------------- Debtor: RPR Contractors & Equipment Co LLC P.O. Box 520 Lake City, MI 49651 Bankruptcy Case No.: 13-07070 Chapter 11 Petition Date: September 5, 2013 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Jeffrey R. Hughes Debtor's Counsel: Robert A. Stariha, Esq. STARIHA LAW OFFICES, P.C. 48 W. Main Street, Suite 6 Fremont, MI 49412 Tel: (231) 924-3761 E-mail: slobr@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 A copy of the Company's list of its largest unsecured creditors is available for free at http://bankrupt.com/misc/miwb13-7070.pdf The petition was signed by Renee C. Kozlowski, sole member. RURAL/METRO: Plan-Support Agreement Wins Approval ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Rural/Metro Corp. received court approval last week for a plan-support agreement, under which the principal players in the bankruptcy begun Aug. 4 commit themselves to the outline of a reorganization plan. The company is operating with interim approval to borrow $40 million from a promised $75 million loan facility. The entire loan package comes up for approval at a Sept. 12 hearing. Under the plan-support agreement, negotiated before bankruptcy, unsecured noteholders are to acquire all of the preferred stock and 70 percent of the common stock in return for a $135 million equity contribution. Buyers on Sept. 6 were offering to purchase the $200 million in 10.125 percent senior unsecured notes for 57.375 cents on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The offering price for the $108 million in unsecured notes on Sept. 6 was the same. 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. SCICOM DATA: Files Schedules of Assets and Liabilities ------------------------------------------------------ SCICOM Data Services, Ltd. filed with the U.S. Bankruptcy Court District of Minnesota its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $4,109,700 B. Personal Property 9,144,428 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims 17,801,787 ----------- ----------- TOTAL $13,254,128 $17,801,787 A full-text copy of the schedules is available for free at: http://bankrupt.com/misc/SCICOM_DATA_sal.pdf About SCICOM Headquartered in Minnetonka, Minnesota, SCICOM provides data processing solutions that transform critical data into effective customer communications, on any platform, at any time. SCICOM's business focus has been employee benefits, retirement and investment services, and statement processing. SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis, Minnesota, with a deal to sell assets to Venture Solutions without an auction. Arden Hills, MN-based Venture Solutions is a provider of print and digital transactional Communications and is a subsidiary of Taylor Corporation. Judge Michael E. Ridgway presides over the case. The Debtor has tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management Group, Inc., as financial consultant; and Shenehon Company as valuation expert. The Debtor disclosed $13,254,128 in assets and $17,801,787 in liabilities as of the Chapter 11 filing. The petition was signed by Timothy L. Johnson, senior vice president and CFO. SCICOM DATA: Meeting of Creditors Scheduled for Sept. 10 -------------------------------------------------------- The U.S. Trustee for Region 12 will convene a meeting of creditors in the Chapter 11 case of SCICOM Data Services, Ltd. on Sept. 10, 2013, at 1:30 p.m. The hearing will be held at US Courthouse, 300 S 4th St, Rm 1017 (10th Floor), in Minneapolis. About SCICOM Headquartered in Minnetonka, Minnesota, SCICOM provides data processing solutions that transform critical data into effective customer communications, on any platform, at any time. SCICOM's business focus has been employee benefits, retirement and investment services, and statement processing. SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis, Minnesota, with a deal to sell assets to Venture Solutions without an auction. Arden Hills, MN-based Venture Solutions is a provider of print and digital transactional Communications and is a subsidiary of Taylor Corporation. Judge Michael E. Ridgway presides over the case. The Debtor has tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management Group, Inc., as financial consultant; and Shenehon Company as valuation expert. The Debtor disclosed $13,254,128 in assets and $17,801,787 in liabilities as of the Chapter 11 filing. The petition was signed by Timothy L. Johnson, senior vice president and CFO. SOUTH FLORIDA SOD: Files Amended Schedules of Assets and Debts -------------------------------------------------------------- South Florida Sod, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida its amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $26,003,000.00 B. Personal Property 703,760.16 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,439,428.85 E. Creditors Holding Unsecured Priority Claims 0 F. Creditors Holding Unsecured Non-priority Claims 13,400,308.00 -------------- -------------- TOTAL $26,706,760.16 $28,839,736.90 South Florida Sod said it amended Schedule B to correct these entries: 25. Automobiles, trucks, trailers and other vehicles and accessories $292,800.00 26. Boats, motors, and accessories 103,500.00 28. Office equipment, furnishings, and supplies 5,480.00 29. Machinery, fixtures, equipment, and supplies used in business 174,850.00 33. Farming equipment and implements 0.00 Counsel for the Debtor may be reached at: Frank M. Wolff, Esq. WOLFF, HILL, MCFARLIN & HERRON, P.A. 1851 West Colonial Drive Orlando, FL 32804 Telephone: (407) 648-0058 Facsimile: (407) 648-0681 E-mail: fwolff@whmh.com About South Florida Sod South Florida Sod Inc., a sod farmer, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. SOUTH FLORIDA SOD: Seeks to Hire Barfield as Auctioneer ------------------------------------------------------- South Florida Sod, Inc. seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Barfield Auctions, Inc., as auctioneer to sell a property of the estate -- specifically, 2110 acres in Little Ocmulgee River, Lumber City, Wheeler County, Georgia. Barfield Auctions will be paid 10% of the bid amount in the form of a buyer's premium, plus advertising and promotion expenses of $5,725.00, to be paid to the seller. The Debtor paid the $5,725 advertising and promotion expenses prior to the Petition Date. The Debtor assures the Court that Barfield has no connection with the Debtor, creditors, any other party-in-interest. About South Florida Sod South Florida Sod Inc., a sod farmer, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. Latham Shuker Eden & Beaudine, LLP, originally represented the Debtor as counsel. Latham Shuker was later replaced by Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A. South Florida Sod also tapped Daniel Dempsey as its financial advisor. Wallace T. Long, Jr., CPA and Lynch, Johnson & Long, CPA, serve as accountants. SOUTH FLORIDA SOD: Wants to Employ Wallace T. Long as Accountant ---------------------------------------------------------------- South Florida Sod, Inc., seeks court authority to employ Wallace T. Long, Jr., CPA and Lynch, Johnson & Long, CPA as accountants, to prepare its 2012 income tax returns. The Accountant will be paid its fees and costs for the accounting services estimated at not exceeding $9,000.00. The rates of the firm's accountants are: Wallace T. Long, Jr., CPA $150.00 Richard L. Lynch, CPA $210.00 George Johnson CPA $175.00 Tom Long, CPA $130.00 Rhonda Stine $120.00 Debi Blair $120.00 Mr. Long assures the Court that his firm is a disinterested person within the meaning of 11 U.S.C. Section 101(14) and holds no interest adverse to the estate. Mr. Long may be reached at: Wallace T. Long, Jr., CPA LYNCH, JOHNSON & LONG 603 N. Indian River Dr., Ste. 300 Fort Pierce, FL 34950-3057 About South Florida Sod South Florida Sod Inc., a sod farmer, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. Latham Shuker Eden & Beaudine, LLP, originally represented the Debtor as counsel. Latham Shuker was later replaced by Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A. South Florida Sod also tapped Daniel Dempsey as its financial advisor. Wallace T. Long, Jr., CPA and Lynch, Johnson & Long, CPA, serve as accountants. SOUTH FLORIDA SOD: Can Use Cash Collateral Not to Exceed $45,000 ---------------------------------------------------------------- In a second preliminary order dated Sept. 3, 2013, the U.S. Bankruptcy Court for the Middle District of Florida, authorized South Florida SOD, Inc., to use cash collateral to pay: (a) operating expenses of the debtor and payments to the US Trustee for quarterly fees in an amount not to exceed $45,000 of cash collateral; and (b) such additional amounts as may be expressly approved in writing by Secured Creditor Orange Hammock Ranch, LLC. This authorization will continue until further order of the Court. Each creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. About South Florida Sod South Florida Sod Inc., a sod farmer, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. Frank M Wolff, Esq., and Roman V Hammes, Esq., at Wolff Hill McFarlin & Herron PA, in Orlando, Fla., represent the Debtor as counsel. SOUTH FLORIDA SOD: Creditor Asks Court to Terminate Exclusivity --------------------------------------------------------------- Orange Hammock Ranch, LLC, the principal secured creditor of South Florida Sod, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to terminate the 120-day period within which the Debtor has the exclusive right to propose a plan of reorganization. According to papers filed with the Court, the Debtor's exclusive right to file a plan will expire on Nov. 6, 2013. Orange Hammock contends that: 1. Orange Hammock's equity cushion is eroding at a rate of over $265,000 a month. 2. Because the continuation of the Exclusivity Period for 120 days will cause unnecessary delay to the detriment of the creditors and will not increase the likelihood of rehabilitation, cause exists to terminate the Exclusivity Period. 3. The Debtor's case is neither large nor complex. 4. The Debtor has made no progress in negotiating with creditors. 5. The Debtor has failed to file any financials to indicate whether it is paying its debts as they come due. 6. The Debtor is making no progress toward reorganization. Its hay production business has failed to generate any profits and it is relying on proceeds from the sale of Orange Hammock's Collateral to fund its operations. 7. Terminating the Exclusivity Period will provide Orange Hammock with an opportunity to propose its own plan, stem the erosion of its equity cushion, and keep the case moving forward. Counsel for Orange Hammock Ranch, LLC, can be reached at: Brian A. McDowell, Esq. Robert W. Davis, Jr., Esq. HOLLAND & KNIGHT LLP 200 S. Orange Ave., Ste. 2600 Orlando, FL 32801 Tel: (407) 425-8500 Fax: (407) 244-5288 E-mail: brian.mcdowell@hklaw.com robert.davis@hklaw.com About South Florida Sod South Florida Sod Inc., a sod farmer, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. Frank M Wolff, Esq., and Roman V Hammes, Esq., at Wolff Hill McFarlin & Herron PA, in Orlando, Fla., represent the Debtor as counsel. TLO LLC: Hearing on Bid to Extend Exclusive Periods Set for Oct. 1 ------------------------------------------------------------------ The hearing on TLO, LLC's motion to extend its exclusivity periods is scheduled for Oct. 1, 2013, at 11:00 AM. As previously reported by The Troubled Company Reporter, TLO, LLC, asked the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to further extend the time within which only the Debtor may file a plan to Nov. 5, 2013, and the time within which only the Debtor may solicit acceptances of that plan to Jan. 3, 2014. The Claims Bar Date expired on Sept. 3, and the Debtor will need to file objections to some of the filed claims. Additional time is needed so that claims can be reviewed, analyzed and evaluated and a plan of reorganization formulated, Alvin S. Goldstein, Esq., at FURR AND COHEN, P.A., in Boca Raton, Florida, told the Court. About TLO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher as CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C. Furr, Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the Debtor's counsel. Bayshore Partners, LLC is the Debtor's investment banker. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC are the Debtor's financial advisors. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner who died this year. There is $4.6 million secured by computer equipment. TOP SHIPS: Enters Into Three Stock Purchase Agreements ------------------------------------------------------ TOP Ships Inc. on Sept. 6 disclosed that it has entered into three Stock Purchase Agreements with an affiliate of the AMCI Poseidon investment fund by which the Company has agreed to sell the six shipowning subsidiaries which own the Company's six vessels, for an aggregate cash consideration of approximately $173 million less approximately $135 million in debt and swap obligations of the Company that will be assumed by the buyers. These Stock Purchase Agreements are subject to approval of the transactions by the Company's shareholders, consents from the Company's bank lenders and charterers, if required, and other customary closing conditions. The transactions will be considered at the Company's next Annual General Meeting of shareholders, expected to take place at the end of September, 2013. The parties anticipate that the transactions will close in late October 2013. The Company intends to use the net proceeds of the sale to pay down existing liabilities on its balance sheet and, together with future borrowings, to initiate a program of acquisition of new vessels. About Top Ships Located in Maroussi, Greece, Top Ships Inc. (Nasdaq: TOPS) is a provider of international seaborne transportation services, carrying petroleum products and crude oil for the oil industry and drybulk commodities for the steel, electric utility, construction and agriculture-food industries. As of May 1, 2013, its fleet consists of seven owned vessels, including six tankers and one drybulk vessel. Going Concern Doubt Deloitte Hadjipavlou, Sofianos & Cambanis S.A., in Athens, Greece, expressed substantial doubt about Top Ships' ability to continue as a going concern, citing the Company's recurring losses from operations and stockholders' capital deficiency. The Company reported a net loss of US$64.0 million on US$31.4 million of total revenues in 2012, compared with a net loss of US$189.1 million on US$80.6 million of total revenues in 2011. The Company's balance sheet at Dec. 31, 2012, showed US$211.4 million in total assets, US$198.3 million in total liabilities, and stockholders' equity of US$13.1 million. TOTAL GROUP: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: The Total Group, Inc. 168 Humphrey Street Swampscott, MA 01907 Bankruptcy Case No.: 13-15282 Chapter 11 Petition Date: September 4, 2013 Court: U.S. Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Joseph G. Butler, Esq. LAW OFFICE OF JOSEPH G. BUTLER 355 Providence Highway Westwood, MA 02090 Tel: (781) 636-3638 E-mail: JGB@JGButlerlaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/mab13-15282.pdf The petition was signed by James J. Morando, Jr., president. USG CORPORATION: Fitch Raises Issuer Default Rating to 'B' ---------------------------------------------------------- Fitch Ratings has upgraded the ratings of USG Corporation (NYSE: USG), including the company's Issuer Default Rating (IDR) to 'B' from 'B-'. The Rating Outlook is Stable. Key Rating Drivers The upgrade reflects USG's improving profitability and credit metrics this year and the expectation that this trend continues through at least 2014. The rating for USG also reflects the company's leading market position in all of its core businesses, strong brand recognition, its large manufacturing network and sizeable gypsum reserves. Risks include the cyclicality of the company's end-markets, excess capacity currently in place in the U.S. wallboard industry, volatility of wallboard pricing and shipments and, although improving, the company's still high leverage position. The Stable Outlook reflects Fitch's expectation that demand for USG's products will continue to grow during the remainder of 2013 and into 2014 as the housing market maintains its moderate recovery and commercial construction activity improves from cyclical lows. The rating and Stable Outlook also incorporates USG's solid liquidity position. Improving Financial Results and Credit Metrics Revenues for the first half of 2013 increased 9.4% to $1.73 billion compared with $1.58 billion during the first half of 2012. More importantly, operating profit (excluding restructuring and impairment charges) advanced 133% to $126 million during the first two quarters of 2013 compared with $54 million during the same period last year, reflecting the company's strong operating leverage. USG's Fitch-calculated leverage has improved significantly to 7.1x for the LTM period ending June 30, 2013 compared with 8.75x at year-end 2012 and 35.4x at the end of 2011. Fitch expects further improvement in leverage, with debt to EBITDA projected to be below 6x by year-end 2013. USG also has further opportunity to lower its leverage levels by calling $400 million of convertible sr. unsecured notes, which would likely be converted into equity. USG is currently evaluating if and how much of the convertible notes it will call while still preserving its roughly $2 billion of net operating loss carryforwards. Interest coverage also increased to 1.6x for the June 30, 2013 LTM period from 1.3x in 2012 and 0.3x in 2011. Fitch expects the interest coverage ratio will settle at around 2x at the conclusion of 2013. USG's interest coverage ratio could also improve further if the convertible notes are converted into equity as this debt carries a 10% coupon. Strong Liquidity Position As of June 30, 2013, USG had $813 million of liquidity comprised of $416 million of cash, $113 million of short-term marketable securities, $25 million of long-term marketable securities and $259 million of borrowing availability under its U.S. and Canadian credit facilities. In addition, the company's consolidated joint ventures (JV) in Oman have two credit facilities totaling $36 million, of which $33 million was available to the JV for term loan borrowings. Fitch expects USG's liquidity will remain healthy during the next 12 - 18 months. Fitch currently projects USG's overall liquidity will be between $775 million and $825 million at the end of 2013 and will remain above $700 million at the end of 2014. USG has no major debt maturities until 2016, when $500 million of senior notes become due. Cyclicality of End Markets USG markets its products primarily to the construction industry, with approximately 24% of the company's 2012 net sales directed toward new residential construction, 22% derived from new non- residential construction, 52% from the repair and remodel segment (commercial and residential) and 2% from other industrial products. Fitch's housing estimates for 2013 follow: Single-family starts are forecast to grow 18.3% to 633,000, while multifamily starts expand about 19% to 292,000; single-family new home sales should increase approximately 22% to 448,000 as existing home sales advance 7.5% to 5.01 million. Total housing starts are projected to expand 18% in 2014 to 1.1 million as single-family starts advance 22% and multi-family starts gain 9%. New home sales should improve 24% while existing home growth should moderate to 5%. Fitch projects home-improvement spending will increase 4% in 2013 following an estimated 5.4% improvement during 2012. Growth patterns in the intermediate term are likely to be below what the industry experienced during the 1999 to 2006 periods due to slower growth in the U.S. economy and only moderately improved housing market conditions. Growth in this segment will also be restrained by tight bank lending standards, which will make it difficult for homeowners to use credit to finance large remodeling projects. As such, Fitch expects spending for big-ticket remodeling projects to lag the overall growth in the home improvement sector. Fitch projects home-improvement spending will advance 5% in 2014. The fundamentals of the U.S. commercial real estate (CRE) continue to improve at a moderate pace following the recent economic recession. CRE vacancy rates are falling modestly and rents are moderately rising as the economy slowly advances. Fitch currently expects continued, positive property-level fundamentals across most asset classes. Fitch expects new construction activity to remain positive during the remainder of the year and into 2014 despite weak growth in the U.S. economy, lingering problems of key European economies, and continued challenges in the CRE capital markets. Fitch projects private nonresidential construction will grow 2% in 2013 and 5% in 2014. Wallboard Pricing Strategy Holding Up At the end of 2011, major wallboard manufacturers announced that they were eliminating the practice of job quotes. In the past, job quotes provided pricing protection for customers, particularly for their large projects. However, this practice limited the realization of price increases implemented by manufacturers. During the past two years, major manufacturers announced an annual one-time price increase effective at the beginning of 2012 and 2013. The pricing increases were realized in 2012 and appear to be holding so far in 2013. USG's average U.S. wallboard price grew 17.4% yoy during 1Q'13 and advanced 16.4% yoy during 2Q'13. Rating Sensitivities Future ratings and Outlooks will be influenced by broad economic and construction market trends, as well as company specific activity, particularly free cash flow trends and liquidity. Additional positive rating actions may be considered if the company shows further improvement in financial results and operating metrics, including debt to EBITDA levels trending at or below 4x and interest coverage above 3x, while maintaining at least $500 million of liquidity. On the other hand, a negative rating action may be considered if the projected improvement in the construction market dissipates, leading to revenue declines in the 15% - 20% range, EBITDA margins in the low to mid-single digit range and total liquidity falling below $300 million. Fitch has upgraded the following ratings for USG: -- Long-term IDR to 'B' from 'B-'; -- Secured bank credit facility to 'BB/RR1' from 'BB-/RR1'; -- Senior unsecured guaranteed notes to 'BB-/RR2' from 'B+/RR2'. -- Senior unsecured notes to 'B/RR4' from 'B-/RR4'; -- Convertible senior unsecured notes to 'B/RR4' from 'B-/RR4'. Fitch's Recovery Rating (RR) of 'RR1' on USG's $400 million secured revolving credit facility indicates outstanding recovery prospects for holders of this debt issue. Fitch's 'RR2' on USG's unsecured guaranteed notes indicates superior recovery prospects. (Currently, $659 million of unsecured notes are guaranteed on a senior unsecured basis by certain of USG's domestic subsidiaries.) Fitch's 'RR4' on USG's senior unsecured notes that are not guaranteed by the company's subsidiaries indicates average recovery prospects for holders of these debt issues. Fitch applied a going concern valuation analysis for these RRs. V. BARILE INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: V. Barile Inc. 3 53rd Street Brooklyn, NY 11232 Bankruptcy Case No.: 13-45403 Chapter 11 Petition Date: September 3, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Elizabeth S. Stong Debtor's Counsel: Heath S. Berger, Esq. BERGER, FISCHOFF & SHUMER, LLP 40 Crossways Park Drive Woodbury, NY 11797 Tel: (516) 747-1136 Fax: (516) 747-0382 E-mail: hberger@sfbblaw.com Scheduled Assets: $1,456,924 Scheduled Liabilities: $2,661,462 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/nyeb13-45403.pdf The petition was signed by Michael Walby, president. W.R. GRACE: Expected to Exit Chapter 11 by Yearend or Early 2014 ---------------------------------------------------------------- W.R. Grace & Co. is expected to exit bankruptcy in the fourth quarter of 2013 or the first quarter of 2014, allowing the company more flexibility with its capital and potentially returning it to shareholders. "They have a very good balance sheet. There are three basic business segments, the most profitable one is our catalyst division, which sells catalysts for the refining process. They just instituted a price increase earlier in the year, a double- digit price increase, so they have some pricing power there," Ben Kallo, senior analyst at Robert W. Baird & Co., told The Wall Street Transcript. According to Mr. Kallo, the company has improved operations and is also expected to benefit from a change in the economic atmosphere due to a rebound in construction, the report related. He further said that W.R. Grace could become an acquisition target once it emerges from bankruptcy protection. "They have construction-chemical business, which has been weak over the past few years as construction was weak -- that is recovering. They did a lot of streamlining of the business in the downturn, so when we started seeing a pickup in that business, we got a lot of leverage there," the news agency quoted Mr. Kallo as saying. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: 3rd Cir. Nixes Montana, Canada Challenges to Plan ------------------------------------------------------------- The U.S. Court of Appeals for the Third Circuit on Sept. 3 shot down objections raised by the State of Montana and Her Majesty the Queen in Right of Canada (the "Crown") to W.R. Grace & Co.'s confirmed Chapter 11 plan of reorganization. A three-judge panel of the Third Circuit composed of Judges Ambro, Fisher and Jordan, in an opinion dated Sept. 4, 2013, backed a Delaware federal court's decision to affirm the bankruptcy court's order overruling the objections raised by the state of Montana and the Canadian government. The panel said that the plan sufficiently covers their asbestos liabilities claims, the report related. W.R. Grace, which has been in bankruptcy since 2001, had its reorganization plan confirmed by the Bankruptcy Court and affirmed by the District Court. The Company, however, remains in bankruptcy because several parties-in-interest appealed from the confirmation and affirmation orders, complaining the Plan prejudices their rights. Among those who filed appeals were the State of Montana, where Grace's former vermiculite mine is located, and the Crown. The State of Montana and the Canadian Government seek contribution and indemnification from the Debtors for claims filed by victims of exposure to asbestos-containing products produced by the Debtors, and, in the case of the State of Montana, claims filed by victims of exposure to asbestos mined at the Debtors' vermiculite mine in Libby, Montana. As a result of Grace's production of asbestos-containing materials, Montana and the Crown have been subject to asbestos-related lawsuits due to their alleged failure to warn their citizens of the risks posed by Grace's products and activities. Montana and the Crown contend that their particular "requests" for contribution and indemnification somehow fall outside of the channeling injunction's scope. They say that their "requests" cannot be considered "claims" because claims for contribution and indemnification do not technically arise until a judgment or settlement has been paid, and at the time of Grace's bankruptcy petition no such judgments had been entered against either Montana or the Crown. Their "requests" are also not "demands," they explain, because those requests are not personal injury, wrongful death, or property damage claims, and thus they did not "aris[e] out of the same or similar conduct" as the claims subject to the injunction. On the issue of "claims," the Third Circuit held that a "claim" can exist "before a right to payment exists under state law." Regardless of when Montana and the Crown may have had judgments entered against them, the material fact is that Grace's asbestos- related activities underlie any rights to indemnification and contribution that they can assert, the Third Circuit ruled. Grace's relevant activities all occurred long before its bankruptcy filing, and thus, to the extent that Montana and the Crown have "claims," those claims arose before confirmation of the Joint Plan, the Third Circuit added. With regards to the issue of "demands," the Third Circuit also ruled that Montana's and the Crown's argument fail. The Third Circuit held that although they claim that requests for contribution and indemnification do not arise from the same conduct as personal injury or property damage claims, that argument ignores the underlying basis for such requests -- Grace's alleged asbestos liability. Any action that Montana and the Crown say they have against Grace arises from the same events as do all the other claims and demands covered by the channeling injunction, namely Grace's production of asbestos-containing materials, the Third Circuit pointed out. Therefore, if Montana and the Crown have requests for payment that were not "claims" during the bankruptcy proceeding, those requests would meet the definition of "demand" in Section 524(g), the Third Circuit ruled. More fundamentally, the arguments made by Montana and the Crown are based on a misunderstanding of the purpose of Section 524(g), the Third Circuit held. By arguing that they have "requests" for payment from Grace that cannot be called "claims" or "demands," Montana and the Crown suggest that those terms constitute discreet categories, and that some asbestos-related actions fall into neither category and thus cannot be subject to Section 524(g), the Third Circuit added. The Third Circuit further stated, "The text and history of Section 524(g) tell us just the opposite. As for the text, Section 524(g)'s definition of "demand" overlaps to some degree with the Bankruptcy Code's definition of "claim" -- a "demand" could be a request for payment that was not raised during the bankruptcy proceeding, which also fits the Code's definition of a "claim." Furthermore, by taking the already broad definition of "claim" and expanding it to include all other "demands for payment" that arise from the same conduct, Section 524(g) evinces an intent to include all potential asbestos-related liability of a debtor, regardless of when such liability arose." In July, the Third Circuit also denied Garlock Sealing Technologies LLC's appeal from W.R. Grace's Plan, holding that Garlock lacked standing to block the reorganization plan, rejecting Garlock's contention that it would be injured by the plan. In the last quarter of 2012, a group of claimants called the Libby Claimants withdrew their appeal from the Plan following a settlement agreement with the Debtors and other plan proponents. The case is In Re: W.R. Grace & Co., et al., Debtors, in Her Majesty the Queen in Right of Canada, Appellant in 12-1521 and The State of Montana, Appellant in 12-2904 (3rd. Circ.). A full- text copy of the Third Circuit's Decision is available at http://is.gd/sdTexffrom Leagle.com. Jacqueline Dais-Visca, Esq., Senior Counsel at Ontario Regional Office, in Toronto, Ontario; Kevin J. Mangan, Esq. -- kmangan@wcsr.com ; Francis A. Monaco, Jr., Esq. -- fmonaco@wcsr.com ; and Matthew P. Ward, Esq. -- maward@wcsr.com -- at Womble, Carlyle, Sandridge & Rice, Counsel for Appellant her Majesty the Queen, In Right of Canada by the Attorney General of Canada. Kevin J. Mangan, Esq., Francis A. Monaco, Jr., Esq., and Matthew P. Ward, Esq., at Womble, Carlyle, Sandridge & Rice, is also Counsel for Appellant State of Montana. John Donley, Esq. -- john.donley@kirkland.com ; Lisa G. Esayian, Esq. -- lisa.esayian@kirkland.com ; Adam C. Paul, Esq. -- adam.paul@kirkland.com ; and Christopher Landau, Esq. -- christopher.landau@kirkland.com -- at Kirkland & Ellis; as well as Roger J. Higgins, Esq. -- rhiggin@rogerhigginslaw.com -- at The Law Offices of Roger Higgins LLC; and Laura D. Jones, Esq. -- ljones@pszjlaw.com ; and James E. O'Neill, III, Esq. -- joneill@pszjlaw.com -- at Pachulski Stang Ziehl & Jones, serve as counsel for Appellee W.R. Grace & Co. Mark T. Hurford, Esq. -- mhurford@camlev.com -- at Campbell & Levine; and Peter V. Lockwood, Esq. -- plockwood@capdale.com -- at Caplin & Drysdale, Counsel for Appellee Official Committee of Asbestos, Personal Injury. Elisa Alcabes, Esq. -- elcabes@stblaw.com -- Mary Beth Forshaw, Esq. -- mforshaw@stblaw.com -- and Andrew T. Frankel, Esq. -- afrankel@stblaw.com -- at Simpson, Thacher & Bartlett; Robert J. Dehney, Esq. -- rdehney@mnat.com -- at Morris, Nichols, Arsht & Tunnell; and Neal J. Levitsky, Esq. -- mlevitsky@foxrothschild.com -- and Seth A. Niederman, Esq. -- sniederman@foxrothschild.com -- at Fox Rothschild; Counsel for Appellee Travelers Casualty & Surety Co. Roger L. Frankel, Esq. -- rfrankel@orrick.com -- at Orrick, Herrington & Sutcliffe, Counsel for Appellee David T. Austern, Asbestos PI Future, Claimants Representative. Mark M. Maloney, Esq. -- mmaloney@kslaw.com ; Thaddeus D. Wilson, Esq. -- thadwilson@kslaw.com ; Ashley C. Parrish, Esq. -- aparrish@kslaw.com ; Matthew S. Owen, Esq. -- mowen@kslaw.com ; and Carolyn M. Sweeney, Esq. -- csweeney@kslaw.com -- of King Spalding LLP serve as Counsel for Amicus Curiae Imperial Tobacco Canada, Limited. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: 3rd Circuit Dismisses Anderson Memorial's Plan Appeal ----------------------------------------------------------------- A three-judge panel composed of Judges Ambro, Fisher and Jordan in the U.S. Court of Appeals for the Third Circuit junked Anderson Memorial Hospital's appeal from the orders confirming the Chapter 11 Plan of Reorganization of W.R. Grace & Co. and its debtor affiliates. AMH, which first filed suit against Grace and its affiliates in South Carolina state court in 1992, seeking class-wide redress for property damage caused by asbestos-containing products that Grace had manufactured, argued in its appeal that (A) the Plan does not meet the requirements of Section 524(g) of the Bankruptcy Code, (B) the Plan fails to provide equal treatment pursuant to Section 1123(a)(4), (C) Grace has not shown that the Plan was proposed in good faith pursuant to Section 1129(a)(3), and (D) Grace has not shown that the Plan is feasible pursuant to Section 1129(a)(11). In an opinion dated Sept. 4, 2013, the Third Circuit affirmed the judgment of the District Court. The Third Circuit explained that Section 524(g) explicitly states that the asbestos trusts can cover property damage, so an interpretation that makes those trusts impossible cannot be consistent with congressional intent. Furthermore, as the Bankruptcy Court demonstrated, AMH's "mutual exclusivity" theory would effectively read the category of present demands out of the statute, the Third Circuit pointed out. For these reasons, the Third Circuit affirmed the District Court's conclusion that because "[i]t still remains unknown (and may never be ascertained) how many entities and individuals were affected by these products, the precise quantity of asbestos- laden products that were sold, which buildings the products were used in and how much was used per building, or the percentage of these entities that have successfully removed the asbestos products from their buildings," "there remains a significant chance that future property damage claims will be asserted against Grace by property damage claimants." The Third Circuit further ruled that, in this case, Grace has demonstrated that the Plan is fair, and AMH has provided no real argument that the Plan was not "proposed with honesty and good intentions and with a basis for expecting that reorganization can be effected." Moreover, the Third Circuit held that none of AMH's arguments led the Circuit Court to conclude that the District Court clearly erred in affirming the Bankruptcy Court's factual conclusion that the Plan would likely succeed. As the District Court noted, Grace needed only to demonstrate a reasonable likelihood of success, not an absolute certainty. Grace's evidence remains uncontradicted, the Third Circuit said. AMH has produced no evidence supportive of its objection, the Third Circuit pointed out. Although Grace has offered little insight into the methodology used to arrive at the conclusion that $37.3 million provides an adequate reserve for the PD liability payments, the scale of related claims satisfies the Circuit Court that $1.6 billion in possible funding (an amount AMH has not refuted) has a reasonable likelihood of providing for all claims, the Third Circuit said. Accordingly, the Third Circuit affirmed the conclusion that the Plan is feasible. The case is In Re: WR Grace & Co., et al., Debtors, Anderson Memorial Hospital, Appellant, NOS. 12-2923 AND 12-3143 (3rd. Circ.). A full-text copy of the Third Circuit's Decision is available at http://is.gd/r76X7Ifrom Leagle.com. Christopher D. Loizides, Esq., at Loizides & Associates; David L. Rosendorf, Esq. -- dlr@kttlaw.com -- at Kozyak Tropin & Throckmorton; and Daniel A. Speights, Esq., Speights & Runyan, are Counsel for Appellant, Anderson, Memorial Hospital. Mr. Loizides may be reached at: Christopher D. Loizides, Esq. LOIZIDES & ASSOCIATES 1225 King Street, Suite 800 Wilmington, Delaware 19801 Mr. Speights may be reached at: Daniel A. Speights, Esq. SPEIGHTS & RUNYAN 200 Jackson Avenue East P.O. Box 685 Hampton, South Carolina 29924-0000 Local: (803) 943-4444 Fax: (803) 943-4599 John Donley, Esq., Lisa G. Esayian, Esq., Adam C. Paul, Esq., at Kirkland & Ellis; Laura D. Jones, Esq., and James E. O'Neill, III, Esq., at Pachulski Stang Ziehl & Jones; Christopher Landau, Esq., at Kirkland & Ellis, Counsel for W.R. Grace, Official, Committee of Equity Security Holders, David T. Austern and Garlock, Sealing Technologies, LLC. Roger J. Higgins, Esq., Counsel for W.R. Grace, Official, Committee of Equity Security Holders, David T. Austern, Garlock Sealing, Technologies, LLC and John M. Thomas. Andrew N. Rosenberg, Esq. -- arosenberg@paulweiss.com -- at Paul, Weiss, Rifkind, Wharton & Garrison, Counsel for David T. Austern, Her Majesty Queen of Canada. Kevin J. Mangan, Esq., Francis A. Monaco, Jr., Esq., Matthew P. Ward, Esq., at Womble, Carlyle, Sandridge & Rice, Counsel for Her Majesty Queen, of Canada, Official Committee, of Equity Security Holders, David T. Austern, CNA Financial, Corp. Loews and State of Montana. Philip Bentley, Esq. -- pbentley@kramerlevin.com -- at Kramer, Levin, Naftalis & Frankel, Counsel for Official Committee, of Equity Security Holders, David T. Austern and John M. Thomas. Garland S. Cassada, Esq. -- gcassada@rbh.com -- Susan M. Huber, Esq. -- shuber@rbh.com -- and Richard C. Worf, Jr., Esq. -- rworf@rbh.com -- at Robinson Bradshaw & Hinson. Brett D. Fallon, Esq. -- bfallon@morrisjames.com -- at Morris James, Counsel for Official Committee, Equity Security Holders, David T. Austern and Garlock, Sealing Technologies, LLC. Teresa K.D. Currier, Esq. -- tcurrier@saul.com -- at Saul Ewing, Counsel for Official Committee, of Equity Security Holders and David T. Austern. Roger L. Frankel, Esq., and Richard H. Wyron, Esq. -- rwyron@orrick.com -- at Orrick, Herrington & Sutcliffe, Counsel for David T. Austern. Alan B. Rich, Esq., Counsel for Property Damage, Future Claims Representative. Mr. Rich may be reached at: Alan B. Rich, Esq. Suite 4244 1201 Elm Street Dallas, TX 75270 Elizabeth M. DeCristofaro, Esq. -- emdecristofaro@fmew.com -- at Ford, Marrin, Esposito, Witmeyer & Gleser. Michael S. Giannotto, Esq. -- mgiannotto@goodwinprocter.com -- and Frederick C. Schafrick, Esq. -- fschafrick@goodwinprocter.com -- at Goodwin Procter, Counsel for Continental Casualty Co. Elisa Alcabes, Esq., Mary Beth Forshaw, Esq., and Andrew T. Frankel, Esq., Simpson, Thacher & Bartlett; and Neal J. Levitsky, Esq., and Seth A. Niederman, Esq., at Fox Rothschild, Counsel for Travelers Casualty, & Surety Co. Mark T. Hurford, Esq., Campbell & Levine; and Peter V. Lockwood, Esq., at Caplin & Drysdale, Counsel for Official Committee of, Asbestos Personal Injury Claimants. Edward C. Toole, Jr., Esq. -- toolee@pepperlaw.com -- at Pepper Hamilton, Counsel for BNSF Railway Co. Matthew S. Owen, Esq., Ashley C. Parrish, Esq., Carolyn M. Sweeney, Esq., at King & Spalding, and Thaddeus D. Wilson, Esq., at King & Spalding, Counsel for Proposed Amicus, Imperial Tobacco Canada Ltd. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: Dispute on Lenders' Interest Payment Remains Pending ---------------------------------------------------------------- The U.S. Court of Appeals for the Third Circuit on Sept. 4 issued two orders dismissing three appeals from the Chapter 11 Plan of Reorganization of W.R. Grace & Co. and its debtor affiliates. Peg Brickley, writing for Daily Bankruptcy Review, noted that the Debtors have defeated four out of the five appeals that were holding up their exit from bankruptcy. There remains one challenge left to be decided -- a $199 million question about how much interest the Debtors owe on its bank loans. The prepetition bank lenders insist that they are entitled to the interest payment because the Debtors are solvent, pointing out in briefs filed in July that the Debtors' market capitalization was approximately $6.3 billion. In their appeal, the Bank Lenders asked the Third Circuit to determine whether Judge Buckwalter of the U.S. District Court for the District of Delaware erred: (1) in affirming the January 31, 2011 order of the U.S. Bankruptcy Court for the District of Delaware confirming Grace's First Amended Joint Plan of Reorganization dated as of December 23, 2010, which extinguishes Grace's contractual obligations to the Bank Lenders, including the obligation to pay interest on money borrowed at the rate provided in the applicable credit agreements, while allowing Grace's shareholders to retain their equity interests in the company -- equity interests valued at over $2.97 billion as of April 21, 2011. (2) by not awarding default interest as provided for in the Bank Lenders and Grace's Credit Agreements despite Grace's failure to pay either the principal amount of the loan or interest when due following Grace's commencement of its Chapter 11 bankruptcy case; (3) by not awarding default interest as provided for in the Credit Agreements following Grace's failure to pay either the principal amount of the loan or interest due upon the scheduled payment or maturity dates set forth in the Credit Agreements; (4) in concluding that Grace cannot be held responsible for contractual defaults after it commenced its Chapter 11 bankruptcy case on the basis that the terms of Credit Agreements were preempted by the Bankruptcy Code; (5) in concluding that the Joint Plan does not impair the Bank Lenders' claims within the meaning of Section 1124 of the Bankruptcy Code given that the Joint Plan provides for payment of interest on the Bank Lenders' claims at a rate that is lower than the rate set forth in the applicable credit agreements, deprives the Bank Lenders of attorneys' fees and facility fees that Grace owes, and discharges Grace of all further obligations to the Bank Lenders; (6) in concluding that Section 1129(b) of the Bankruptcy Code is not applicable to confirmation of the Joint Plan; (7) in concluding that, if Section 1129(b) is applicable, the Joint Plan satisfies this section, because among other things, equity is retaining value at the expense of the Bank Lenders, and made a series of erroneous factual findings and legal conclusions in connection with this conclusion; (8) in concluding that, if Section 1129(b) is applicable, the Joint Plan satisfies this section, when among other things, equity is benefiting at the expense of the Bank Lenders; (9) in concluding that there is no basis in evidence or law to support a finding that Grace is "solvent" when, among other things, the Joint Plan provides for Grace's existing shareholders to retain their valuable equity interests in the Company, without the agreement of the Bank Lenders and without requiring them to receive postpetition interest at the rate set forth in the applicable credit agreements; (10) in concluding that the Joint Plan complies with Section 1129(a)(7) of the Bankruptcy Code when the Joint Plan provides for payment to the Bank Lenders at a rate that is less than the "legal rate" of interest; and (11) in concluding that no prepetition interest is owed to the Bank Lenders under the Credit Agreements despite, among other things, Grace's admission that some prepetition interest amounts are owed to the Bank Lenders as part of their claims. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). WATERSTONE AT PANAMA: Lenox Mtge Dismissal Motion Under Advisement ------------------------------------------------------------------ At the Sept. 5, 2013 hearing to consider Secured Creditor Lenox Mortgage XVIII LLC's motion to dismiss Waterstone at Panama City Apartments, LLC's Chapter 11 case, Judge Timothy J. Mahoney entered this ruling: Under Advisement. Frederick Stehlik, Esq., appeared for the Debtor; Steve Turner, Esq., and Brandon Tomjack, Esq., appeared for Lenox Mortgage XVIII, LLC. As reported in the TCR on July 18, 2013, Lenox Mortgage XVIII LLC, in its motion to dismiss the Chapter 11 case of Waterstone at Panama City Apartments, LLC, argued that: a. There exists substantial or continuing loss to or diminution of the Debtor's real estate, including without limitation, on the basis Debtor lacks sufficient cash flow for normal required maintenance and capital expenditures. b. There is the absence of any reasonable likelihood of any rehabilitation of Debtor, including, without limitation, on the basis that Debtor lacks sufficient capital or cash flow to maintain normal operations and to fund any Chapter 11 plan. c. The Debtor's filing of this bankruptcy case was not authorized under applicable law or by the directors of The Tapestry Group, Inc., the sole member of Debtor. The Statement and Resolutions Adopted Regarding Authority to Sign and File Petition alleges that Edward E. Wilczewski is the interim President of Tapestry; however, there are no effective corporate resolutions and/or consents from Tapestry granting EW the authority to sign the Debtor's bankruptcy petition and related filings. d. The Debtor has failed to satisfy reporting requirements established by the Bankruptcy Code. In particular, part 4 of Debtor's statement of financial affairs filed herein fails to identify a lawsuit filed by Springbrook Apartments, Ltd. against the Debtor and Tapestry. In its lawsuit, Springbrook Apartments, Ltd. asserted several causes of action against the defendants, including breach of contract, fraud, negligent misrepresentation, money had and received, conversion, statutory fraud and fraudulent transfer, constructive trust, and alter ego. e. The filing or prosecution by Debtor of its bankruptcy petition has occurred in bad faith. Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC, filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751) on April 9, 2013. Bankruptcy Judge Timothy J. Mahoney presides over the case. William L. Biggs, Jr., Esq., and Frederick D. Stehlik, Esq., at Gross & Welch, P.C., L.L.O., represent s the Debtor in its restructuring efforts. The Debtor disclosed $26,159,064 in assets and $26,120,989 in liabilities as of the Chapter 11 filing. The petition was signed by Edward E. Wilczewski, manager. WEST 380: Opposes Ch. 7 Conversion, Says No Assets to Administer ---------------------------------------------------------------- West 380 Family Care Facility d/b/a North Texas Community Hospital and Doctors' Hospital objects to the U.S. Trustee's Motion to Convert, or in the alternative, Dismiss, the Chapter 11 case of the Debtor -- saying that it has no remaining assets to administer in a Chapter 7 proceeding and no means to pay employees and administrative expenses. The Debtor adds that there is no possibility of any distribution to unsecured creditors because all of its assets were encumbered by liens in favor the Internal Revenue Service of about $1.9 million and to secured bondholders of more than $50 million. The Debtor relates that its primary asset, the non-profit North Texas Community Hospital in Bridgeport, Texas, has been sold to Wise Regional Medical Center for about $20 million and the sale closed effective on March 27, 2013. The Debtor reveals that since the sale, it has been collecting the accounts receivable and has paid the proceeds to the IRS. It has paid over $1.5 million to the IRS. The only receivables left are uninsured receivables where the costs of collection outweigh the potential benefit. After consulting with the IRS, the Debtor said it is preparing a motion to sell the remaining accounts receivables for a lump sum cash payment and to pay the proceeds to the IRS. With the consummation of the Sale, the Debtor asserts that it will have not any other assets. The Debtor adds that it estimates sufficient cash to pay reduced salaries to employees and the balance of administrative expenses for the next 30 days. If there were any remaining cash, it would be payable to the IRS under the cash collateral orders, the Debtor specifies. The Debtor adds that it has one more cost report to Medicare that needs to be completed which has been delayed due to an error in Medicare's records as to the effective date of the sale but the report is expected be completed in the next 30 days. Moreover, the Debtor insists that case dismissal at this time is premature and will only prevent the orderly wind down of the case. The Debtor tells the Court that it intends to imminently file motions to sell accounts receivable and to reject executory contracts. The Debtor says it will request that the Court consider dismissal of its case immediately following the entry of orders on these last matters. Creditors Committee Files Joinder Meanwhile, the Official Committee of Unsecured Creditors filed a joinder in the City of Bridgeport's opposition to the Motion to Convert. As previously reported by The Troubled Company Reporter on Aug. 29, 2013, the City of Bridgeport believes conversion of the case to Chapter 7 at this time will have a negative impact on its community. The City, however, joins the U.S. Trustee's request to dismiss the case. Counsel to West 380 are: STRASBURGER & PRICE, LLP Stephen Roberts, Esq. Andrew G. Edson, Esq. 720 Brazos St., Suite 700 Austin, Texas 7870 Tel: (512) 499-3600 Fax: (512) 499-3660 Counsel to the Creditors' Committee is: QUILLING SELANDER LOWNDS WINSLETT MOSER P.C. William L. Medford, Esq. 2001 Bryan Street, Suite 1800 Dallas TX 75201 Tel: (214) 880-1825 Fax: (214) 871-2111 E-mail: wmedford@qslwm.com The U.S. Trustee is represented by: Meredith A. Kippes Lisa L. Lambert Elizabeth Ziegler Erin Schmidt Office of the U.S. Trustee 1100 Commerce Street Room 976 Dallas, TX 75242 E-mail: Meredyth.a.kippes@usdoj.gov Lisa.l.lambert@usdoj.gov Elizabeth.ziegler@usdoj.gov erin.schmidt2@usdoj.gov Texas Attorney General can be reached at: Hal Morris Casey Roy Office of the Attorney General State of Texas PO Box 12548 Austin, TX 78711-2548 E-mail: Hal.morris@texasattorneygeneral.gov Casey.roy@texasattorneygeneral.gov The Indenture Trustee is represented by: MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. Ian Hammel U.S. Bank National Association One Financial Center Boston, MA 02111 E-mail: ahornridge@mintz.com iahammel@mintz.com -- and -- HAYNES AND BOONE, LLP Trey A. Monsour John D. Penn 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 Tel: 214-651-5000 Fax: 214-651-5940 E-mail: trey.monsour@haynesboone.com The DIP Lender is represented by: FULBRIGHT & JAWORSKI, L.L.P. William Greendyke Ryan Manns Wise Regional Health System 2200 Ross Avenue, Suite 2800 Dallas, TX 75201-2784 E-mail: wgreendyke@fulbright.com rmanns@fulbright.com lkalesnik@fulbright.com skortmeyer@fulbright.com About West 380 Bridgeport, Texas-based West 380 Family Care Facility, doing business as North Texas Community Hospital, opened in August 2008 and operates in a 99,000 square-feet two-story building on 19 acres of land. The hospital has 36 beds and 57 doctors on staff. There are 200 employees constituting 130 full time equivalent employees. West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-46274) on Nov. 8, 2012. Andrew G. Edson, Esq., Duane J. Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger & Price LLP serve as its counsel. The Debtor disclosed $38,220,048 in assets and $82,873,548 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn presides over the case. WESTERN FUNDING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Western Funding Incorporated 3915 E. Patrick Lane Las Vegas, NV 89120 Bankruptcy Case No.: 13-17588 Chapter 11 Petition Date: September 4, 2013 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Laurel E. Davis Debtors' Counsel: Matthew C. Zirzow, Esq. LARSON & ZIRZOW, LLC 810 S. Casino Center Boulevard, #101 Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: mzirzow@lzlawnv.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 Affiliate that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- Western Funding Inc. of Nevada 13-17586 Assets: $0 to $50,000 Debts: $10,000,001 to $50,000,000 Global Track GPS, LLC 13-17589 Assets: $100,001 to $500,000 Debts: $10,000,001 to $50,000,000 The petitions were signed by Frederick A. Cooper, president, chief executive officer, and director. A. Western Funding Nevada's list of its largest unsecured creditors filed with the petition does not contain any entry. B. Global Track GPS's list of its largest unsecured creditors filed with the petition does not contain any entry. C. Western Funding Inc.'s List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Cope Family Ventures Subordinated Note $4,198,537 920 Essex Avenue Henderson, NV 89015 Adriana F. Merrell & Timothy Trust Subordinated Note $1,163,475 35940 Camelot Circle Wildomar, CA 92595 Timothy J. Salas Subordinated Note $764,073 4246 Conrad Avenue San Diego, CA 92117 Credit Express Dealer Agreement $630,504 P.O. Box 425 Waterflow, NM 87421 Jerry Willis Motors, LLC Dealer Agreement $519,239 2892 Highway 178 E Tupelo, MS 38804 Guerin B. Senter Employee $318,892 2314 Prometheus Court Henderson, NV 89074 Monzon Auto Sales Dealer Agreement $300,322 4245 East 8th Avenue Hialeah, FL 33013 Danielle Merrell Subordinated Note $260,479 37444 Hydrus Place Murrieta, CA 92563 Holland & Hart Professional ? Legal $197,847 Bobbie Fae Clare Subordinated Note $192,755 Deals with Wheels, LLC Dealer Agreement $158,119 Sharon L. Hoops Subordinated Note $150,000 NM Autos Direct Dealer Agreement $132,180 Autos Unlimited Inc. Dealer Agreement $113,329 J.C. Bromac Corp. Dealer Agreement $106,218 Patricia A. Cousino Subordinated Note $105,234 MAS Motors Dealer Agreement $105,233 H E or Trina Lobaugh Subordinated Note $104,192 Lois E. West Subordinated Note $104,192 Virginia Hall Subordinated Note $104,192 WINDMILL DURANGO: Can Use $25,000 of Cash Collateral in Interim --------------------------------------------------------------- Windmill Durango Office II, LLC, obtained interim approval from the U.S. Bankruptcy Court for the District of Nevada to use up to $25,000 of cash collateral of Bank of Nevada. The Debtor can use cash collateral only to the extent it preserves, protects, and maintains the Debtor's property and building. Bank of Nevada loaned the Debtor $13 million in June 2008, which loan was to finance the construction of a 56,000 square foot, two- story office building. As protection for the cash collateral use, (i) the Debtor will segregate net rents after payments of expenses permitted or otherwise consented by the Bank; and (ii) the Bank is granted a postpetition replacement lien in all and to all of the Debtor's postpetition receipts to the extent of any diminution in the value of the cash collateral. Meanwhile, Richard F. Holley, Esq. and Ogonna M. Atamoh, Esq., of the law firm Cotton, Driggs, Walch, Holley, Woloson & Thompson, on behalf of Bank of Nevada, and Matthew C. Zirzon, Esq., of the law firm Larson & Zirzow, LLC, on behalf of the Debtor stipulate to continue the final hearing on the Debtor's Cash Collateral Motion to Oct. 1, 2013, at 10:30 a.m., at LED-Courtroom 3, Foley Federal Bldg. It is further stipulated that the deadline to file supplemental blind briefs in connection with the Cash Collateral Motion is set for Sept. 24, 2013. About Windmill Durango Windmill Durango Office II, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 13-16523) on July 25, 2013. The petition was signed by Jeff Susa, managing member of IDC Windmill Durango, LLC, the general partner of Windmill Durango, LP, manager and sole member. The Debtor disclosed assets of $817,652 and liabilities of $14,239,365. Judge Laurel E. Davis presides over the case. Flangas McMillan Law Group is the Debtor's special corporate and litigation counsel. WINDMILL DURANGO: Wants to Tap Flangas McMillan as Special Counsel ------------------------------------------------------------------ Windmill Durango Office II, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Nevada to employ Flangas McMillan Law Group as its special counsel. Dimitri P. Dalacas, Esq., of Flangas McMillan attests that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The rates of Flangas McMillan professionals are: Professional Hourly Rate ------------ ----------- Shareholders $295 to $375 Associates/Of Counsel $275 to $300 The Debtor also asks the Court for permission to employ Larson & Zirzow as general reorganization counsel. Both law firms will coordinate their efforts to avoid any duplication of efforts, the Debtor relates. Flangas McMillan hourly rates are substantially less than those charged by L&Z and will result in overall cost savings to the estate, the Debtor points out. Hearing on the Debtor's request is set for Oct. 1, 2013 at 10:30 a.m. About Windmill Durango Windmill Durango Office II, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 13-16523) on July 25, 2013. The petition was signed by Jeff Susa, managing member of IDC Windmill Durango, LLC, the general partner of Windmill Durango, LP, manager and sole member. The Debtor disclosed assets of $817,652 and liabilities of $14,239,365. Judge Laurel E. Davis presides over the case. WINDMILL DURANGO: Files Amended Schedules of Assets and Debts ------------------------------------------------------------- Windmill Durango Office II, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property 807,652 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $14,232,958 E. Creditors Holding Unsecured Priority Claims 0 F. Creditors Holding Unsecured Non-priority Claims 6,407 ----------- ----------- TOTAL $807,652 $14,239,365 About Windmill Durango Windmill Durango Office II, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 13-16523) on July 25, 2013. The petition was signed by Jeff Susa, managing member of IDC Windmill Durango, LLC, the general partner of Windmill Durango, LP, manager and sole member. The Debtor disclosed assets of $817,652 and liabilities of $14,239,365. Judge Laurel E. Davis presides over the case. Flangas McMillan Law Group is the Debtor's special corporate and litigation counsel. WYR CORPORATION: Case Summary & 10 Unsecured Creditors ------------------------------------------------------ Debtor: WYR Corporation dba Liceo Infantil Nieves Cond Camelot 140, Apt 1301 San Juan, PR 00926 Bankruptcy Case No.: 13-07370 Chapter 11 Petition Date: September 5, 2013 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Enrique S. Lamoutte Inclan Debtor's Counsel: Diomedes M Lajara Radinson, Esq. LAJARA RADINSON & ALICEA PSC 1303 Americo Miranda Ave San Juan, PR 00921 Tel: (787) 781-6767 Fax: (787) 774-9324 E-mail: dlajara@lra-law.com Scheduled Assets: $1,021,730 Scheduled Liabilities: $719,646 A copy of the Company's list of its largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/prb13-7370.pdf The petition was signed by Rosemarie Colon Berrios, secretary- director. YSC INC: Washington State Hotel Owner Files With Two Properties --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that YSC Inc., the owner of a Comfort Inn in Federal Way, Washington, and a Ramada Inn in Olympia, Washington, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-bk-17946) on Aug. 30 in Seattle. The owner listed the hotels as worth $17.9 million. Total debt is $18.5 million, including $18 million in secured debt. Among mortgage holders, Whidbey Island Bank is owed $13.3 million. * Safe Harbor Doesn't Protect Tech Co.'s Fraudulent Statements -------------------------------------------------------------- Law360 reported that a New Jersey appellate panel upheld a $502,000 judgment against the principal of a defunct technology company who defrauded investors by falsely claiming relationships with Hewlett-Packard Co. and others, ruling the judge did not errantly apply securities law to the case. According to the report, a two-judge panel on the Superior Court of New Jersey's Appellate Division upheld a judgment for Kenneth Gruber and Murray Gruber, who invested a combined $300,000 with Alan S. Kaplan and his firm Xactis Corp. The Grubers sued Kaplan to recoup their investments, the report related. * Bankruptcy Filings on Track for 5-Year Low -------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports, citing a review of court records, that bankruptcy filings in the U.S. are on track to reach a five-year low after dropping last month, and commercial filings are falling faster than new cases brought by individuals. August saw 89,000 bankruptcies of all types, a 12 percent drop from July and a 15 percent decline from the year-earlier period, according to data compiled from court records by Epiq Systems Inc. August bankruptcies were the third-lowest of any month in 2013. The 721,000 bankruptcies filed this year through August represent a 14 percent decline from the same period in 2012, according to the data. Business bankruptcies of all types, about 3,800, plunged 24 percent from a year earlier. August commercial bankruptcies rose 5 percent from July. The decline resulted from "lowered consumer borrowing since the financial crisis," Sam Gerdano, executive director of the American Bankruptcy Institute, said in a statement. Gerdano predicted that bankruptcies this year will total just over 1 million, the fewest since 2008. Commercial Chapter 11 filings, used by larger companies to reorganize or sell assets, declined 10 percent in August compared with the year-earlier period, although there were 10 percent more new cases than in July. Commercial Chapter 11s can swing up or down from month to month because one large company may go bankrupt along with dozens of affiliates and each filing is counted separately. Large-company bankruptcies aren't likely to pick up in the near future, according to a report by Moody's Investors Service on the liquidity of junk-rated businesses. In August, Moody's liquidity- stress index crept up 0.3 percent to 3.7 percent from the month before. That's below the long-term average of 7.2 percent. The index measures the percentage of junk-rated companies with the weakest liquidity. Filings this year have declined in all 50 states, while Puerto Rico bucked the trend by showing an increase. The states with the most bankruptcies per capita in August were Tennessee, Georgia and Alabama. That order has held since earlier this year when Georgia replaced Alabama in second place. Bankruptcies throughout the U.S. declined 14 percent in 2012 to 1.19 million from 1.38 million the year before. The 2011 filings represented a 12 percent decline from 1.56 million in 2010, the most since 2005's record 2.1 million. In the final two weeks before the laws tightened in 2005, 630,000 Americans sought bankruptcy protection. * Bert Lacativo Joins Houlihan Lokey's Forensic Services Practice ----------------------------------------------------------------- Houlihan Lokey, the international investment bank, on Sept. 9 disclosed that Bert Lacativo has joined the firm to establish its Forensic Services practice as an extension of the Financial Advisory Services business. Under Mr. Lacativo's leadership, the Forensic Services practice will provide the firm's clients with a range of services including corporate investigations and forensic accounting, bankruptcy and insolvency investigations, anti-fraud program assessment and development, and anti-corruption consulting. Mr. Lacativo is based in Houlihan Lokey's Dallas office. With more than 30 years of experience, both as a Special Agent in the Federal Bureau of Investigation and in a number of private sector roles, Mr. Lacativo has led numerous high-profile fraud- related investigations across a range of industries. In addition to investigative work, Mr. Lacativo has helped clients develop and implement a range of fraud prevention techniques and programs and is a frequent speaker on the topic. "Bert has worked on some of the most sensitive fraud investigations over the past two decades, and his depth and breadth of experience, both domestic and international, is nearly unmatched in the industry," said Jack Berka, Global Head of Financial Advisory Services. "We're confident that his experience and expertise will be of tremendous value to our clients and that Forensic Services will become an integral element of our client- centric strategy at Houlihan Lokey," he added. Mr. Lacativo joins Houlihan Lokey from Mesirow Financial Consulting, and earlier in his career served as a partner in PricewaterhouseCoopers' Forensic Services practice. He holds a B.B.A. from Iona College and is a Certified Public Accountant licensed in New York, Illinois, and Texas. Mr. Lacativo is also a Certified Fraud Examiner, Association of Certified Fraud Examiners Board of Regents Emeritus member and holds the AICPA's certification in Financial Forensics. "I'm delighted to have joined a firm with the global reach, client base, and top-tier financial advisory services expertise that Houlihan Lokey has achieved. Forensics and investigations are a natural extension of the independent financial advice and dispute resolution consulting services that the firm has come to be known for, and I look forward to joining my colleagues in delivering the first-class client service that our clients expect from us," said Mr. Lacativo. In addition, John Stanley has joined the firm as a Director in Forensic Services, also based in Dallas. Mr. Stanley will focus on investigations, anti-fraud, and anti-corruption consulting. He joins from PricewaterhouseCoopers where he served as a Director in both the United States and Japan advising global clients on compliance and investigative matters. Previously, he held additional roles at FTI Consulting and American Airlines. Mr. Stanley holds a B.B.A. from the University of Texas at Austin and is also a Certified Fraud Examiner. "The establishment of a Forensic Services practice is an excellent addition to our suite of services, particularly as it pertains to our financial due diligence process within Transaction Advisory Services. We're excited to work with Bert, John, and others as this practice continues to grow," said Sam Clark, Global Head of Transaction Advisory Services at Houlihan Lokey. Houlihan Lokey -- http://www.HL.com-- is an international investment bank with expertise in mergers and acquisitions, capital markets, financial restructuring, and valuation. The firm serves corporations, institutions, and governments worldwide with offices in the United States, Europe, and Asia. Independent advice and intellectual rigor are hallmarks of our commitment to client success across our advisory services. Houlihan Lokey is ranked globally as the No. 1 restructuring advisor, the No. 1 M&A fairness opinion advisor over the past 10 years, and the No. 1 M&A advisor for U.S. transactions under $3 billion, according to Thomson Reuters. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 126.4 (13.6) (13.3) ABSOLUTE SOFTWRE ALSWF US 126.4 (13.6) (13.3) ABSOLUTE SOFTWRE ABT CN 126.4 (13.6) (13.3) ADVANCED EMISSIO ADES US 87.0 (42.3) (18.0) ADVANCED EMISSIO OXQ1 GR 87.0 (42.3) (18.0) ADVENT SOFTWARE ADVS US 824.6 (114.8) (202.7) ADVENT SOFTWARE AXQ GR 824.6 (114.8) (202.7) AIR CANADA-CL A AC/A CN 9,238.0 (3,470.0) (452.0) AIR CANADA-CL B AC/B CN 9,238.0 (3,470.0) (452.0) AK STEEL HLDG AKS US 3,772.7 (181.0) 473.3 AK STEEL HLDG AKS* MM 3,772.7 (181.0) 473.3 ALLIANCE HEALTHC AIQ US 528.2 (131.1) 64.8 AMC NETWORKS-A 9AC GR 2,460.3 (680.1) 735.0 AMC NETWORKS-A AMCX US 2,460.3 (680.1) 735.0 AMER AXLE & MFG AXL US 3,008.7 (101.6) 345.2 AMER AXLE & MFG AYA GR 3,008.7 (101.6) 345.2 AMR CORP AAMRQ* MM 26,216.0 (8,216.0) (1,034.0) AMR CORP AAMRQ US 26,216.0 (8,216.0) (1,034.0) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC ANGI US 111.8 (11.9) (9.4) ANGIE'S LIST INC 8AL TH 111.8 (11.9) (9.4) ANGIE'S LIST INC 8AL GR 111.8 (11.9) (9.4) ARRAY BIOPHARMA ARRY US 136.0 (21.9) 70.7 ARRAY BIOPHARMA AR2 TH 136.0 (21.9) 70.7 ARRAY BIOPHARMA AR2 GR 136.0 (21.9) 70.7 AUTOZONE INC AZO US 6,783.0 (1,532.3) (657.7) AUTOZONE INC AZ5 TH 6,783.0 (1,532.3) (657.7) AUTOZONE INC AZ5 GR 6,783.0 (1,532.3) (657.7) BERRY PLASTICS G BERY US 5,045.0 (251.0) 550.0 BERRY PLASTICS G BP0 GR 5,045.0 (251.0) 550.0 BIOCRYST PHARM BCRX US 39.9 (9.0) 21.6 BIOCRYST PHARM BO1 TH 39.9 (9.0) 21.6 BIOCRYST PHARM BO1 GR 39.9 (9.0) 21.6 BOSTON PIZZA R-U BPF-U CN 156.7 (108.0) (4.2) BRP INC/CA-SUB V DOO CN 1,768.0 (496.6) (21.8) BRP INC/CA-SUB V BRPIF US 1,768.0 (496.6) (21.8) BRP INC/CA-SUB V B15A GR 1,768.0 (496.6) (21.8) BUILDERS FIRSTSO BLDR US 505.5 (8.5) 188.3 BUILDERS FIRSTSO B1F GR 505.5 (8.5) 188.3 CABLEVISION SY-A CVC US 7,588.1 (5,565.5) (14.0) CABLEVISION SY-A CVY GR 7,588.1 (5,565.5) (14.0) CAESARS ENTERTAI CZR US 26,844.8 (738.1) 833.8 CAESARS ENTERTAI C08 GR 26,844.8 (738.1) 833.8 CALLIDUS SOFTWAR CALD US 123.1 (2.2) 2.8 CALLIDUS SOFTWAR CSQ GR 123.1 (2.2) 2.8 CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CC MEDIA-A CCMO US 15,296.5 (8,289.2) 1,259.4 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CHH US 562.7 (520.0) 75.1 CHOICE HOTELS CZH GR 562.7 (520.0) 75.1 CIENA CORP CIE1 GR 1,727.4 (83.2) 763.4 CIENA CORP CIEN US 1,727.4 (83.2) 763.4 CIENA CORP CIE1 TH 1,727.4 (83.2) 763.4 CIENA CORP CIEN TE 1,727.4 (83.2) 763.4 CINCINNATI BELL CBB US 2,145.4 (719.7) (43.2) DELTA AIR LI DAL US 45,772.0 (1,184.0) (5,880.0) DELTA AIR LI OYC GR 45,772.0 (1,184.0) (5,880.0) DELTA AIR LI DAL* MM 45,772.0 (1,184.0) (5,880.0) DENDREON CORP DNDN US 576.9 (100.5) 246.8 DEX MEDIA INC DXM US 3,701.0 (6.0) 361.0 DIAMOND RESORTS D0M GR 1,073.5 (81.3) 682.4 DIAMOND RESORTS DRII US 1,073.5 (81.3) 682.4 DIRECTV DIG1 GR 20,921.0 (5,688.0) (81.0) DIRECTV DTV CI 20,921.0 (5,688.0) (81.0) DIRECTV DTV US 20,921.0 (5,688.0) (81.0) DOMINO'S PIZZA EZV GR 468.8 (1,328.8) 73.7 DOMINO'S PIZZA EZV TH 468.8 (1,328.8) 73.7 DOMINO'S PIZZA DPZ US 468.8 (1,328.8) 73.7 DUN & BRADSTREET DNB US 1,902.0 (1,097.0) (194.9) DUN & BRADSTREET DB5 GR 1,902.0 (1,097.0) (194.9) DYAX CORP DY8 GR 70.7 (37.0) 43.0 DYAX CORP DYAX US 70.7 (37.0) 43.0 EVERYWARE GLOBAL EVRY US 340.7 (53.6) 134.8 FAIRPOINT COMMUN FRP US 1,606.4 (400.5) 19.6 FERRELLGAS-LP FEG GR 1,440.6 (29.0) 9.9 FERRELLGAS-LP FGP US 1,440.6 (29.0) 9.9 FIFTH & PACIFIC LIZ GR 846.2 (213.7) (64.6) FIFTH & PACIFIC FNP US 846.2 (213.7) (64.6) FINJAN HOLDINGS FNJND US 2.7 (2.5) (3.0) FOREST OIL CORP FOL GR 1,913.7 (67.4) (129.4) FOREST OIL CORP FST US 1,913.7 (67.4) (129.4) FREESCALE SEMICO 1FS GR 3,129.0 (4,583.0) 1,235.0 FREESCALE SEMICO FSL US 3,129.0 (4,583.0) 1,235.0 GENCORP INC GY US 1,411.1 (366.9) 27.9 GENCORP INC GCY TH 1,411.1 (366.9) 27.9 GENCORP INC GCY GR 1,411.1 (366.9) 27.9 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBAL BRASS & C 6GB GR 576.5 (37.0) 286.9 GLOBAL BRASS & C BRSS US 576.5 (37.0) 286.9 GOLD RESERVE INC GDRZF US 78.3 (25.8) 56.9 GOLD RESERVE INC GRZ CN 78.3 (25.8) 56.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HALOGEN SOFTWARE HGN CN 22.8 (46.2) (9.4) HCA HOLDINGS INC 2BH GR 27,934.0 (7,485.0) 1,771.0 HCA HOLDINGS INC HCA US 27,934.0 (7,485.0) 1,771.0 HCA HOLDINGS INC 2BH TH 27,934.0 (7,485.0) 1,771.0 HD SUPPLY HOLDIN 5HD GR 6,459.0 (1,720.0) 1,199.0 HD SUPPLY HOLDIN HDS US 6,459.0 (1,720.0) 1,199.0 HOVNANIAN ENT-A HOV US 1,618.9 (478.5) 929.3 HOVNANIAN ENT-A HO3 GR 1,618.9 (478.5) 929.3 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) IMMUNE PHARMACEU IMNP TQ 1.0 (16.2) (8.9) INCONTACT INC SAAS US - (86.5) - INCONTACT INC DKF GR - (86.5) - INCYTE CORP INCY US 334.2 (27.8) 210.4 INCYTE CORP ICY TH 334.2 (27.8) 210.4 INCYTE CORP ICY GR 334.2 (27.8) 210.4 INFOR US INC LWSN US 6,202.6 (476.4) (417.5) INSYS THERAPEUTI INSY US 22.2 (63.5) (70.0) INSYS THERAPEUTI NPR1 GR 22.2 (63.5) (70.0) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU 1JE GR 1,505.7 (215.4) (97.4) JUST ENERGY GROU JE CN 1,505.7 (215.4) (97.4) JUST ENERGY GROU JE US 1,505.7 (215.4) (97.4) L BRANDS INC LTD US 6,072.0 (861.0) 613.0 L BRANDS INC LTD GR 6,072.0 (861.0) 613.0 L BRANDS INC LTD TH 6,072.0 (861.0) 613.0 LIN MEDIA LLC L2M GR 1,221.8 (63.5) (97.2) LIN MEDIA LLC L2M TH 1,221.8 (63.5) (97.2) LIN MEDIA LLC LIN US 1,221.8 (63.5) (97.2) LIPOCINE INC LPCN US 0.0 (0.0) (0.0) LORILLARD INC LO US 3,335.0 (1,855.0) 1,587.0 LORILLARD INC LLV TH 3,335.0 (1,855.0) 1,587.0 LORILLARD INC LLV GR 3,335.0 (1,855.0) 1,587.0 MANNKIND CORP NNF1 GR 212.4 (152.4) (234.6) MANNKIND CORP NNF1 TH 212.4 (152.4) (234.6) MANNKIND CORP MNKD US 212.4 (152.4) (234.6) MARRIOTT INTL-A MAR US 6,377.0 (1,493.0) (1,063.0) MARRIOTT INTL-A MAQ TH 6,377.0 (1,493.0) (1,063.0) MARRIOTT INTL-A MAQ GR 6,377.0 (1,493.0) (1,063.0) MARRONE BIO INNO MBII US 17.8 (45.1) (21.6) MDC PARTNERS-A MDZ/A CN 1,389.4 (16.6) (204.5) MDC PARTNERS-A MD7A GR 1,389.4 (16.6) (204.5) MDC PARTNERS-A MDCA US 1,389.4 (16.6) (204.5) MEDIA GENERAL-A MEG US 739.6 (206.4) 30.6 MERITOR INC MTOR US 2,477.0 (1,059.0) 278.0 MERITOR INC AID1 GR 2,477.0 (1,059.0) 278.0 MERRIMACK PHARMA MACK US 107.3 (58.3) 28.2 MONEYGRAM INTERN MGI US 5,075.8 (148.2) 30.1 MORGANS HOTEL GR MHGC US 580.7 (163.7) 9.9 MORGANS HOTEL GR M1U GR 580.7 (163.7) 9.9 MPG OFFICE TRUST MPG US 1,280.0 (437.3) - NATIONAL CINEMED XWM GR 831.0 (308.8) 122.2 NATIONAL CINEMED NCMI US 831.0 (308.8) 122.2 NAVISTAR INTL NAV US 8,241.0 (3,933.0) 1,329.0 NAVISTAR INTL IHR TH 8,241.0 (3,933.0) 1,329.0 NAVISTAR INTL IHR GR 8,241.0 (3,933.0) 1,329.0 NEKTAR THERAPEUT ITH GR 412.8 (40.5) 144.1 NEKTAR THERAPEUT NKTR US 412.8 (40.5) 144.1 NYMOX PHARMACEUT NYMX US 1.8 (7.4) (1.9) NYMOX PHARMACEUT NY2 GR 1.8 (7.4) (1.9) NYMOX PHARMACEUT NY2 TH 1.8 (7.4) (1.9) ODYSSEY MARINE OMEX US 28.0 (7.1) (15.5) OMEROS CORP OMER US 23.1 (12.3) 10.4 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDL GR 401.4 (1.3) 46.7 PDL BIOPHARMA IN PDLI US 401.4 (1.3) 46.7 PDL BIOPHARMA IN PDL TH 401.4 (1.3) 46.7 PHILIP MORRIS IN PMI SW 37,140.0 (3,929.0) 2,049.0 PHILIP MORRIS IN PM1 TE 37,140.0 (3,929.0) 2,049.0 PHILIP MORRIS IN 4I1 TH 37,140.0 (3,929.0) 2,049.0 PHILIP MORRIS IN PM1CHF EU 37,140.0 (3,929.0) 2,049.0 PHILIP MORRIS IN PM1EUR EU 37,140.0 (3,929.0) 2,049.0 PHILIP MORRIS IN 4I1 GR 37,140.0 (3,929.0) 2,049.0 PHILIP MORRIS IN PM US 37,140.0 (3,929.0) 2,049.0 PHILIP MORRIS IN PM FP 37,140.0 (3,929.0) 2,049.0 PHILIP MRS-BDR PHMO34 BZ 37,140.0 (3,929.0) 2,049.0 PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,102.0 (70.2) 194.4 PLY GEM HOLDINGS PGEM US 1,102.0 (70.2) 194.4 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 474.4 (42.0) 99.0 QUINTILES TRANSN QTS GR 2,426.7 (1,322.3) 217.5 QUINTILES TRANSN Q US 2,426.7 (1,322.3) 217.5 REGAL ENTERTAI-A RGC* MM 2,608.4 (697.9) (21.2) REGAL ENTERTAI-A RETA GR 2,608.4 (697.9) (21.2) REGAL ENTERTAI-A RGC US 2,608.4 (697.9) (21.2) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 REVLON INC-A RVL1 GR 1,269.7 (632.4) 180.6 REVLON INC-A REV US 1,269.7 (632.4) 180.6 RITE AID CORP RAD US 6,945.4 (2,357.5) 1,822.5 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL SBH US 1,892.1 (280.5) 523.4 SALLY BEAUTY HOL S7V GR 1,892.1 (280.5) 523.4 SILVER SPRING NE SSNI US 506.9 (86.7) 69.5 SILVER SPRING NE 9SI GR 506.9 (86.7) 69.5 SUNESIS PHARMAC SNSS US 50.6 (5.8) 15.3 SUNESIS PHARMAC RYIN GR 50.6 (5.8) 15.3 SUNESIS PHARMAC RYIN TH 50.6 (5.8) 15.3 SUNGAME CORP SGMZ US 0.2 (2.0) (2.0) SUPERVALU INC SJ1 GR 4,691.0 (1,084.0) 2.0 SUPERVALU INC SJ1 TH 4,691.0 (1,084.0) 2.0 SUPERVALU INC SVU* MM 4,691.0 (1,084.0) 2.0 SUPERVALU INC SVU US 4,691.0 (1,084.0) 2.0 TAUBMAN CENTERS TU8 GR 3,369.8 (191.4) - TAUBMAN CENTERS TCO US 3,369.8 (191.4) - THRESHOLD PHARMA THLD US 104.5 (25.2) 80.0 THRESHOLD PHARMA NZW1 GR 104.5 (25.2) 80.0 TOWN SPORTS INTE CLUB US 414.5 (43.7) (14.3) TOWN SPORTS INTE T3D GR 414.5 (43.7) (14.3) TROVAGENE INC-U TROVU US 9.6 (2.5) 7.1 ULTRA PETROLEUM UPL US 2,062.9 (441.1) (266.6) ULTRA PETROLEUM UPM GR 2,062.9 (441.1) (266.6) UNISYS CORP USY1 GR 2,275.8 (1,536.0) 412.2 UNISYS CORP UISEUR EU 2,275.8 (1,536.0) 412.2 UNISYS CORP UIS1 SW 2,275.8 (1,536.0) 412.2 UNISYS CORP USY1 TH 2,275.8 (1,536.0) 412.2 UNISYS CORP UISCHF EU 2,275.8 (1,536.0) 412.2 UNISYS CORP UIS US 2,275.8 (1,536.0) 412.2 VECTOR GROUP LTD VGR US 1,069.5 (129.5) 384.8 VECTOR GROUP LTD VGR GR 1,069.5 (129.5) 384.8 VENOCO INC VQ US 695.2 (258.7) (39.2) VERISIGN INC VRSN US 2,524.8 (273.9) 312.7 VERISIGN INC VRS TH 2,524.8 (273.9) 312.7 VERISIGN INC VRS GR 2,524.8 (273.9) 312.7 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VISKASE COS I VKSC US 334.7 (3.4) 113.5 WEIGHT WATCHERS WW6 GR 1,310.8 (1,561.1) (84.7) WEIGHT WATCHERS WTW US 1,310.8 (1,561.1) (84.7) WEST CORP WSTC US 3,462.1 (819.5) 338.0 WEST CORP WT2 GR 3,462.1 (819.5) 338.0 WESTMORELAND COA WLB US 933.6 (281.6) (11.1) XERIUM TECHNOLOG XRM US 600.8 (35.1) 123.8 XOMA CORP XOMA GR 76.9 (16.9) 46.5 XOMA CORP XOMA TH 76.9 (16.9) 46.5 XOMA CORP XOMA US 76.9 (16.9) 46.5 YRC WORLDWIDE IN YRCW US 2,172.5 (641.5) 105.5 ********* 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 ***