/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/131007.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 7, 2013, Vol. 17, No. 278 Headlines 22ND CENTURY: Grants BAT Access to Patented Technology 340-350 JUNIUS: Case Summary & Unsecured Creditor AEROVISION HOLDINGS: Wants Motion to Dismiss Ch. 11 Case Denied AFFIRMATIVE INSURANCE: Amends Report on Credit Suisse Facility AGFEED INDUSTRIES: Judge Nixes Bid for Examiner to Probe Fraud ALLIANCE CONSULTING: Involuntary Chapter 11 Case Summary ALLIANCE HEALTHCARE: S&P Retains B+ Rating Following $70MM Add-On AMERICAN AIRLINES: Union Backs Merger Deal in Bid to Enter Suit AMERICAN AIRLINES: Post Petition Aircraft Financing, Seal Sought AMERICAN MEDICAL: A.M. Best Lowers Fin. Strength Rating to 'C+' AMNEAL PHARMACEUTICALS: S&P Assigns 'B' CCR; Outlook Stable ARCH COAL: Bank Debt Trades at 3% Off ARCHDIOCESE OF MILWAUKEE: Judge Won't Recuse in Trust Case ATHABASCA OIL: DBRS Confirms 'B' Issuer Rating ATP OIL: Seeks to Sell Netherlands Unit BEN VENUE: Maker of J&J's Doxil and Other Drugs Will Shut Down BENTLEY PREMIER: Hearing on Cash Use Continued Until Oct. 10 BKB LLC: Case Summary & 3 Largest Unsecured Creditors BLACKBERRY INC: Draws Interest of Cerberus BROOKFIELD OFFICE: S&P Puts 'BB+' Rating on CreditWatch Developing BURLINGTON COAT: S&P Raises CCR to 'B'; Outlook Stable CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off CALFRAC WELL: Moody's Rates $150MM Sr. Unsecured Notes 'B1' CHINA AUTO: Gets Nasdaq Listing Non-Compliance Notice CHINA CABLECOM: Incurs $20.7-Mil. Net Loss in 2011 CHINA NATURAL: Hiring Approvals Sought CHOPPER EXPRESS: Case Summary & 20 Largest Unsecured Creditors CLASSIC BALLOON: Voluntary Chapter 11 Case Summary CNH CAPITAL: S&P Rates New Sr. Unsecured Notes Due 2017 'BB' COLORADO CUSTOMWARE: To Sell Assets to N. Harris for $3.25MM CONTAINER STORE: Moody's Says IPO Filing is Credit Positive CORD BLOOD: Tonaquint Wants to Dispose of Collateral CROSSROADS SYSTEMS: Evaluates Options to Protect NOL Carryforwards CUE & LOPEZ CONSTRUCTION: Case Summary & 20 Top Unsec. Creditors CUE & LOPEZ CONTRACTORS: Case Summary & 16 Top Unsec. Creditors CYCLONE POWER: Joel Mayersohn Appointed as Director DART PEBBLE: Case Summary & 17 Unsecured Creditors DELTA PETROLEUM: Execs Shake Securities Fraud Class Action DESIGNLINE CORPORATION: Panel Taps CBIZ MHM as Financial Advisor DESIGNLINE CORPORATION: Hires GGG Partner's Katie Goodman as CRO DETROIT, MI: Judge Lets Union Seek 13th Pension Check Ruling DETROIT, MI: Retirees May Pursue Ruling Over Extra Checks DETROIT, MI: Defaults on More than $600MM of "Unsecured" GO Bonds DETROIT, MI: Signs Deal to Lease Belle Isle to State DEVER ELEMENTARY: Meetings Planned on Schools Facing Takeover DIGITAL DOMAIN: Disney Loses Appeal for Broad License DOGWOOD PROPERTIES: Court Approves Disclosure Statement EAST END: Court Confirms Plan, Amalgamated Wins Auction EASTMAN KODAK: Blackstone Holdings Owns 21.3% of Common Stock ECOMETALS LIMITED: BSC Issues Cease Trade Order After Filing Delay EXCEL MARITIME: Panel Hires Eckert Seamans as Conflicts Counsel EXCEL MARITIME: Committee Taps Garden City as Information Agent EXIDE TECHNOLOGIES: Nov. 14 Hearing on Equity Panel Appointment EXIDE TECHNOLOGIES: Hires PricewaterhouseCoopers as Tax Advisor FLATBUSH SQUARE: Voluntary Chapter 11 Case Summary FLETCHER INT'L: Trustee Says Fund Money Used for Dakota Bias Suit FLINTKOTE CO: Keeps Asbestos Coverage Disputes in Arbitration FLORIDA GAMING: Next 3 Weeks Will Shape Miami Casino Bankruptcy FOREVERGREEN WORLDWIDE: Jack Eldridge Appointed CFO FREDERICK'S OF HOLLYWOOD: Receives "Going Private" Proposal FREESEAS INC: Inks Exchange Agreement with Crede FRESH & EASY: Tesco Wants U.S. Grocery Chain Sold by Thanksgiving FRONTIER AIRLINES: Bill Franke's Indigo to Acquire Airline FURNITURE BRANDS: KPS Beats Oaktree to Lead Auction FURNITURE BRANDS: Sale Procedures Approved GELT PROPERTIES: Creditors' Panel Hires Eckert Seamans as Counsel GENERAL MOTORS: Spyker Seeks to Revive $3B Suit Over Saab Sale GETTY IMAGES: Bank Debt Trades at 10% Off GLOBE ENERGY: Moody's Withdraws All Ratings GMX RESOURCES: Plan Support Agreement Approval Sought GMX RESOURCES: Amended KERP Approved GOLF TOWN: DBRS Confirms 'B(high)' Issuer Rating GRANDIR GROUP: Voluntary Chapter 11 Case Summary GRUBB & ELLIS: Avison Young Says Broker Hires Were Kosher GYMBOREE CORP: Bank Debt Trades at 3% Off HELIA TEC: Case Summary & 20 Largest Unsecured Creditors HIGH MAINTENANCE: Gets Approval to Hire Neligan Foley as Counsel HIGH MAINTENANCE: Clarion Financial Approved as Financial Advisors HIGH MAINTENANCE: Wilkinson Barker Approved to Work on FCC Matters HUNTSMAN INTERNATIONAL: S&P Rates New $1.15 Billion Loan 'BB+' IG INVESTMENTS: S&P Revises Outlook to Positive & Affirms 'B' CCR IMPLANT SCIENCES: Incurs $5.5 Million Net Loss in 4th Quarter INDIANAPOLIS DOWNS: Axis Sues to Duck Coverage of $600-Mil. Row INOVA TECHNOLOGY: Sells Trakkers to Xumanii INTELLICELL BIOSCIENCES: Incurs $1MM Net Loss in March 31 Qtr. INTELLIPHARMACEUTICS INT'L: Incurs $2MM Net Loss in 3rd Quarter INVERSIONES ALSACIA: Supplements Consent Solicitation Statement JC PENNEY: Bank Debt Trades at 3% Off KALISPEL TRIBAL: S&P Withdraws 'B+' Issuer Credit Rating KIWIBOX.COM INC: User Registrations Skyrocketed by 200% KORESKO LAW FIRM: Involuntary Chapter 11 Case Summary LEHMAN BROTHERS: Citi Rejects $2 Billion 'Provisional' Payout LEHMAN BROTHERS: Elliott to Pay More than $1-Bil. for U.K. Claim LOFINO PROPERTIES: Case Summary & 4 Unsecured Creditors LYDIA CLADEK: U.S. Marshal Selling Men's Rolex & Diamond Earrings MEMORIAL HERMANN: A.M. Best Hikes Fin. Strength Rating From 'B' MERCANTILE BANCORP: Court Okays Sale of Mercantile Bank Shares MERCK & CO: Pharmaceutical Company Plans Further Job Cuts MF GLOBAL: Trustee Seeks to Return U.S. Customer Funds MID SOUTH MACHINE: Case Summary & 20 Largest Unsecured Creditors MILTON HOSPITAL: S&P Raises Rating on $27.6 Million Bonds to 'BB+' MONTREAL MAINE: Residents Split Over Suits in Quebec, U.S. MONTREAL MAINE: Chapter 11 Trustee Hires Shaw Fishman as Counsel MORGAN'S FOODS: Incurs $577,000 Net Loss in Aug. 18 Quarter MORGANS HOTEL: Voids Termination of Stockholder Rights Plan MOUNTAIN CHINA: Posts Net Loss of $5.51 Mil. in 2nd Qtr. 2013 MSD PERFORMANCE: Cleared to Auction Assets Next Month MSR RESORT: Trounces Five Mile in $59-Mil. Loan Fight MUSTANG MARKET: Case Summary & 3 Unsecured Creditors NEIMAN MARCUS: S&P Lowers CCR to 'B' & Rates $2.95BB Loan 'B' NEW YORK CITY OPERA: Files for Chapter 11 Protection NEW YORK CITY OPERA: Case Summary & 20 Top Unsecured Creditors NGL ENERGY: Fitch Assigns 'BB' Issuer Default Rating NGL ENERGY: Moody's Assigns Ba3 CFR & Rates Sr. Unsecured Notes B2 NGL ENERGY: S&P Assigns 'BB-' CCR & Rates $400MM Notes 'BB-' NIRVANIX INC: Files for Chapter 11 Bankruptcy NIRVANIX INC: Dell Financial Rips Proposed $1-Mil. DIP Loan NNN 123: Case Summary & 4 Unsecured Creditors NNN PARKWAY 400 14: Case Summary & 20 Largest Unsecured Creditors NORTHWEST PARTNERS: Court Enters Final Decree Closing Ch. 11 Case OASIS PETROLEUM: S&P Raises Corporate Credit Rating to 'BB-' ONCURE HOLDINGS: Noteholders File Statement of Support ONCURE HOLDINGS: Gets Green Light for Reorg. Plan, $125MM Sale ONCURE HOLDINGS: Creditors Accept Company's Exit Plan ORAGENICS INC: To Develop Genetically Modified Probiotics ORCHARD SUPPLY: Seeks Extension of Lease Decision Deadline ORMET CORP: Financing Amendment Approved ORMET CORP: Ohio Utilities Body Approves Modified Power Deal OVERSEAS SHIPHOLDING: Oslo Asset Holds 0.63% Stake at September 30 PACIFIC GOLD: To Merge with Subsidiary Pilot Mountain PARTY CITY: Moody's Lowers Corp. Family Rating to 'B3' PENNMONT BENEFIT: Consents to Chapter 11 PENN-MONT BENEFIT: Involuntary Chapter 11 Case Summary PERSONAL COMMUNICATIONS: Creditors Seek to Probe Lenders PUMPERNICKEL EXPRESS: Case Summary & 20 Top Unsecured Creditors PVA APARTMENTS: Voluntary Chapter 11 Case Summary QUALITY STORES: Supreme Court to Weigh Taxability of Severance Pay QUIKRETE HOLDINGS: S&P Assigns 'B+' CCR; Outlook Stable R.A.E.D. INVESTMENTS: Voluntary Chapter 11 Case Summary RESIDENTIAL CAPITAL: Wants to Pay $2-Mil. Bonus to CRO RG STEEL: to Sell Real Property to Bailey Bridges for $400,000 ROTECH HEALTHCARE: S&P Withdraws 'D' Corporate Credit Rating RURAL/METRO CORP: Seeks to Poll Creditors on Chapter 11 Exit Plan SABRE INDUSTRIES: S&P Lowers CCR to 'B'; Outlook Stable SAVANNA ENERGY: DBRS Rates Senior Unsecured Notes 'B(high)' SIMON WORLDWIDE: R. Burkle Held 87.6% Equity Stake at Oct. 1 SOUTHLAND 75: Case Summary & 5 Unsecured Creditors STETSON OIL: Terminates Farm-Out Agreement After Default STOCKTON, CA: City Council Backs Plan to Exit Bankruptcy SWIFT AIR: Reorganization Plan Gets Bankruptcy Court Final Okay TALISMAN ENERGY: Fitch Affirms 'BB+' Preferred Stock Rating TAYLOR BEAN: Deloitte Settles Suits Over Audits TELETOUCH COMMUNICATIONS: Chapter 7 Petition Filed THELEN LLP: Trustee Nets $1.2MM in Ex-Partner Settlements THINKFILM LLC: Judge Asked To Step Aside Amid Prostitution Rumor TRILOGY ENERGY: DBRS Confirms 'B' Issuer Rating TXU CORP: Bank Debt Trades at 33% Off UNITEK GLOBAL: Moody's Assigns Caa2 CFR & Rates $135MM Loan Caa2 UNIVAR N.V.: Bank Debt Trades at 4% Off UNI-PIXEL INC: Presented at Williams Financial Conference UNIVERSAL BIOENERGY: Delays 2013 10-K Over Business Matters UNIVERSAL HEALTH: Moody's Revises Ratings Outlook to Positive VALLEJO, CA: Again Mired in Pension Debt Two Years After Ch. 9 WALTER ENERGY: Bank Debt Trades at 4% Off WAVE HOUSE: Court Confirms 1st Amended Plan WORLD SURVEILLANCE: Signs Equity Conversion Agreements YOD PARTNERSHIP: Case Summary & 20 Largest Unsecured Creditors * Government Shutdown Hits U.S. Trustee Program * U.S. Government Shutdown Hits Military Contractors, Suppliers * Wells Fargo Said to Face Action over Mortgage Accord Compliance * Bank Credit Card Fees Face New Scrutiny by U.S. Consumer Bureau * British Regulator Plans New Rules for Payday Lenders * CFPB Fines Meracord over Debt-Relief Firms' Illegal Fees * Lenders Spell Out Plans to Wind Down in Event of Upheaval * New York Businesses Win Ruling on Card Swipe-Fee Ban * SEC Chairman: Congress, Courts Crowding in on Regulator's Role * Small Firms Grapple with Roadblocks Caused by Shutdown * FTI Named 2013 Turnaround & Transaction of the Year Winner * Perkins Coie Adds Another Partner to Dallas Office * BOND PRICING -- For Week From Sept. 30 to Oct. 4, 2013 ********* 22ND CENTURY: Grants BAT Access to Patented Technology ------------------------------------------------------ 22nd Century Group, Inc.'s subsidiary, 22nd Century Limited, LLC, and British American Tobacco (Investments) Limited, a subsidiary of British American Tobacco plc, have signed a worldwide research license agreement granting BAT access to 22nd Century's patented technology which alters levels of nicotinic alkaloids in tobacco plants. The Agreement grants British American Tobacco (Investments) Limited and all other affiliates of British American Tobacco plc rights to three of 22nd Century's patent families encompassing a cumulative of 28 patents and patent applications in various countries and regions and an option to enter into a worldwide commercial license with 22nd Century. 22nd Century Group and its affiliates retain worldwide rights to the technology and patents licensed to BAT for use worldwide in 22nd Century's products and brands. The research term of the Agreement is for a period of up to four years during which time 22nd Century and BAT will collaborate on research efforts to further develop the subject technology. Pursuant to the Agreement, BAT can exercise its option to enter into a worldwide royalty-bearing commercial license at any time during the research term. If the option is exercised, the Agreement would terminate and would be replaced by the License, which would extend to at least the year 2028, unless sooner terminated by either of the parties. Simultaneous with the signing of the Agreement, BAT is making an upfront payment of $7 million to 22nd Century. Pursuant to the Agreement, BAT is also agreeing to pay to 22nd Century up to an additional $7 million during the course of the research term upon the completion of certain development milestones. "This partnership with British American Tobacco, which sells product in approximately 180 countries, represents 22nd Century's greatest growth milestone to date and an important step in the development of 22nd Century's next generation tobacco products. BAT has always been our first choice as a partner," stated Joseph Pandolfino, 22nd Century's founder and chief executive officer. Gary Nicholson, BAT's Head of Global Leaf Research, stated that, "BAT is excited to be working with 22nd Century in this area of developing technology. This work is part of BAT's ongoing Research & Development activities relating to tobacco products." About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century incurred a net loss of $6.73 million in 2012, as compared with a net loss of $1.34 million in 2011. As of June 30, 2013, the Company had $3.16 million in total assets, $10.37 million in total liabilities and a $7.21 million total shareholders' deficit. Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that 22nd Century has suffered recurring losses from operations and as of Dec. 31, 2012, has negative working capital of $3.3 million and a shareholders' deficit of $6.1 million. Additional capital will be required during 2013 in order to satisfy existing current obligations and finance working capital needs as well as additional losses from operations that are expected in 2013. 340-350 JUNIUS: Case Summary & Unsecured Creditor ------------------------------------------------- Debtor: 340-350 Junius Realty, LLC 2198 East 4th Street Brooklyn, NY 11223 Case No.: 13-46029 Chapter 11 Petition Date: October 3, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtor's Counsel: Morris Fateha, Esq. MORRIS FATEHA PC 911 Avenue U Brooklyn, NY 11223 Tel: 718-627-4600 Estimated Assets: $1 million to $10 million Estimated Debts: not indicated The petition was signed by Joseph Sardar, manager. The Debtor declared Stabilis Fund II, LLC, as its largest unsecured creditor holding a $1.2 million claim. AEROVISION HOLDINGS: Wants Motion to Dismiss Ch. 11 Case Denied --------------------------------------------------------------- Aerovision Holdings 1 Corp., asks the U.S. Bankruptcy Court for the Southern District of Florida to deny the motions (i) to dismiss its Chapter 11 case; and for relief from the automatic stay filed by Tiger Aircraft Corp., Logix Global, Inc. and Aerovision, LLC. The Debtor contends that the bankruptcy case was filed for the purpose of reorganizing its business affairs. The Debtor said it will agree to maintain the status quo regarding the aircraft until the issue of ownership has been determined. A good faith effort will be made by the Debtor to resolve the concerns of the Official Committee of Unsecured Creditors. Specifically, prior to the hearing on the motion, the Debtor and Tiger et al. will attend mediation scheduled by the Debtor with Robert Furr, Esq., as the mediator. As reported in the Troubled Company Reporter on Sept. 27, 2013, the Court approved an agreed order continuing until Nov. 13, at 9:30 a.m., the hearing on the motion to dismiss, or in the alternative, for relief of stay in the Debtor's case. The agreed order was entered among the Debtor and creditors Integration Innovation, Inc., and i3 Aircraft Holdings 1, LLC. As reported in the TCR on Sept. 23, 2013, a hearing on the motion was scheduled for Oct. 1. Tiger Aircraft Corporation, Logix Global, Inc., and M&M Aircraft Acquisitions, Inc., sought dismissal of the case of the Debtor, or, in the alternative, terminate the automatic stay imposed by these bankruptcy proceedings so that the lawsuit captioned as, Northrop TF51 Corp, et al v. Tiger Aircraft Corp, a Delaware Corporation, et al, Case No CA 13-32, which is pending in the Seventh Judicial Circuit in and for St. Johns County, Florida, may proceed. Tiger et al. also joined i3 Aircraft Holdings One, LLC, and Integration Innovation, Inc.'s motion to dismiss or, in the alternative, for relief from the automatic stay, filed June 28, 2013, in this bankruptcy case. Tiger et al. asked the Court to dismiss Aerovision's petition "for cause" pursuant to 11 U.S.C. Sec. 1112(b) and Sec. 105(a). In the alternative, Tiger et al. request that the Bankruptcy Court enter an order granting Tiger et al. relief from the automatic stay "for cause" pursuant to 11 U.S.C. Sec. 362(d)(1) and Eleventh Circuit case law because the petition in this case was filed in "bad faith" by Aerovision's, and the individuals behind the Debtor, Mark Daniels and his attorney Steven Selz. Tiger et al. said the relief requested will permit a pending action on the fraudulent possession of the subject property in this petition to continue in the Florida Circuit Court and will prevent further fraud on the judicial process. The relief requested will also put a stop on the Debtor's intent to abuse the purposes of the reorganization provisions by using such provisions to delay the enforcement of the Circuit Court's order to return the subject property and to further delay the Circuit Court from proceeding with an evidentiary hearing regarding the fraudulent actions of Mark Daniels and Steven Selz. About Aerovision Holdings 1 Corp. Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in West Palm Beach, Florida. Mark Daniels signed the petition as president. The Debtor estimated assets in excess of $10 million and liabilities of $1 million to $10 million. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel. AFFIRMATIVE INSURANCE: Amends Report on Credit Suisse Facility -------------------------------------------------------------- Affirmative Insurance Holdings, Inc., has amended its current report on Form 8-K filed with the U.S. Securities and Exchange Commission on Sept. 30, 2013, to correct the maturity date of its senior facility with Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent, to March 30, 2016. The Original Form 8-K incorrectly stated the Maturity Date of the Company's $40 million senior secured credit facility with Credit Suisse as March 31, 2016. About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. For the six months ended June 30, 2013, the Company reported a net loss of $4.76 million on $136.59 million of total revenues, as compared with a net loss of $14.17 million on $103.21 million of total revenues for the same period during the prior year. The Company's balance sheet at March 31, 2013, showed $392.86 million in total assets, $532.41 million in total liabilities and a $139.55 million total stockholders' deficit. AGFEED INDUSTRIES: Judge Nixes Bid for Examiner to Probe Fraud -------------------------------------------------------------- Law360 reported that a Delaware bankruptcy judge rejected on Oct. 2 the U.S. Trustee's bid for a Chapter 11 examiner to probe AgFeed Industries Inc.'s finances, saying a fraud investigation of the company's Chinese units should occur, but at present could foil an asset sale. According to the report, the Tennessee-based hog farmer lost millions of dollars in China between 2008 and 2011 due to the allegedly fraudulent conduct of its Chinese management. The U.S. Trustee's office urged the court to appoint an examiner to investigate the company's foreign finances, the report related. About AgFeed Industries 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. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. A three-member official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. ALLIANCE CONSULTING: Involuntary Chapter 11 Case Summary -------------------------------------------------------- Alleged Debtor: Alliance Consulting Group, L.L.C. 3201 General DeGaulle Drive, Suite 200 New Orleans, LA 70114 Case Number: 13-51937 Court: United States Bankruptcy Court Southern District of Mississippi (Gulfport Divisional Office) Judge: Hon. Katharine M. Samson Petitioner's Counsel: Patrick S. Garrity, Esq. STEFFES, VINGIELLO & MCKENZIE, LLC 13702 Coursey Blvd., Building 3 Baton Rouge, LA 70817 Tel: 225-751-1751 Fax: 225-751-1998 - and - William E. Steffes, Esq. STEFFES, VINGLIELLO & MCKENZIE, LLC 13702 Coursey Blvd., Building 3 Baton Rouge, LA 70817 Tel: 225-751-1751 Fax: 225-751-1998 - and - David Wheeler, Esq. WHEELER & WHEELER, PLLC PO Box 264 Biloxi, MS 39533 Tel: 228 374-6720 Email: david@wheelerattys.com Chapter 11 petitioners: Name Nature of Claim Claim Amount ---- --------------- ------------ Integrated Pro Services, LLC Contracting Services $2,780,697 9107 Hwy 23 Belle Chasse, LA 70037 E-Co Systems, LLC Construction $1,517,404 5821 Plauche St materials and Harahan, LA 70123 labor costs Ranger Contracting, LLC Contracting $1,008,846 252 Pi Street Services Belle Chasse, LA 70037 AHG Soulutions, LLC Leases $298,700 3201 General DeGaulle Drive New Orleans, LA 70114 Linfield, Hunter & Junius, Inc Engineering $38,138 3608 18th Street Services Metairie, LA 70002 H&H Trucking, LLC Services $69,840 3201 General DeGaulle Drive New Orleans, LA 70114 Titan Rentals, LLC Rentals $23,000 3201 General DeGaulle Drive New Orleans, LA 70114 Advanced Group, Inc Rentals $63,315 1900 West Main Street Schriever, LA 70395 ALLIANCE HEALTHCARE: S&P Retains B+ Rating Following $70MM Add-On ----------------------------------------------------------------- Standard & Poor's Ratings Services said its 'B+' issue-level rating on Newport Beach, California-based Alliance HealthCare Services' first-lien term loan are unchanged following an incremental $70 million add-on. The recovery rating remains '3' on the first-lien debt reflecting S&P's expectation for meaningful (50%-70%) recovery in the event of a default. The company will use proceeds of the add-on, revolver borrowings, and cash on the balance sheet to redeem its senior notes. S&P expects to withdraw the ratings on the senior notes once they have been repaid. The 'B+' corporate credit rating is unchanged and is based on S&P's assessment of the company's business risk profile as "weak" and financial risk profile as "aggressive". The weak business risk profile reflects a fragmented diagnostic imaging market with somewhat low barriers to entry, reimbursement risk, and a relatively high fixed-cost structure. Adjusted debt leverage of 4.4x for the past 12 months ended June 30, 2013, is consistent with the company's aggressive financial risk profile. Ratings List Alliance HealthCare Services Corporate credit rating B+/Stable/-- $410 mil* sr secd 1st-lien term ln due 2019 B+ Recovery rating 3 * Includes add-on. AMERICAN AIRLINES: Union Backs Merger Deal in Bid to Enter Suit --------------------------------------------------------------- Law360 reported that the union representing more than 23,000 American Airlines Inc. workers backed the company's $11 billion merger with US Airways Group Inc. on Oct. 2 as it moved to intervene in U.S. antitrust authorities' suit aimed at blocking the deal, arguing the merger is in the best interest of the bankrupt airline's workers. According to the report, the Transport Workers Union of America said the post-merger incarnation of American will be in a better position to compete with other industry titans like Delta Air Lines Inc. and United Air Lines Inc. The case is UNITED STATES OF AMERICA et al v. COMMONWEALTH OF VIRGINIA et al., Case No. 1:13-cv-01236 (D.D.C.) before Judge Colleen Kollar-Kotelly. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. The plan confirmation order means that if AMR and US Airways win the Justice Department lawsuit or settle with the government, the merger plan can go into effect. The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236, U.S. District Court, District of Columbia (Washington). Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN AIRLINES: Post Petition Aircraft Financing, Seal Sought ---------------------------------------------------------------- BankruptcyData reported that AMR filed with the U.S. Bankruptcy Court a motion for an order (i) authorizing the Debtors to obtain postpetition financing in an amount of up to $785 million secured on a first priority basis to buy up to 41 Boeing 737-823 aircraft, 14 Boeing 757-223 aircraft, 1 Boeing 767-323ER aircraft and 19 Boeing 777-223ER aircraft under up to two additional subordinated tranches of enhanced equipment trust certificates to be issued in connection with the American Airlines Pass Through Certificates, Series 2013-2; (ii) approving and authorizing the Debtors' motion to execute and perform the various agreements, instruments, documents, amendments and supplements by which the new 2013-2 EETCs will be implemented; (iii) approving and authorizing the extension of the liens and encumbrances previously granted on the aircraft in connection with the existing 2013-2 EETC to secure the new indebtedness to be incurred by the Debtors in connection with the new 2013-2 EETCs; (iv) approving and authorizing payment by the Debtors of all costs, expenses and fees in connection with the new 2013-2 EETCs and (v) approving and authorizing payment by the Debtors of all costs, expenses and fees in connection with the new 2013-2 EETCs, together with any additional fees, costs, indemnities and expenses that may be payable from time to time under the financing agreements. The Court scheduled an October 16, 2013 hearing on this motion. The Company concurrently sought Court approval to file parts of this motion under seal, explaining, "The Purchase Agreement and the Fee Letter referred to in the Financing Motion (the 'Confidential Documents') contain sensitive, confidential, commercial information of the Debtors, the Initial Purchasers, and the Class B Liquidity Provider, including, but without limitation, fees and commissions payable by American to the Initial Purchasers and structuring and commitment fees payable by American to the Class B Liquidity Provider. Because this information is not typically disclosed to the public or to competing airlines or financial institutions, the public disclosure of this confidential and proprietary information would harm the Debtors, the Initial Purchasers and the Class B Liquidity Provider by providing the Debtors' competitors with sensitive information regarding the Debtors' payment obligations pursuant to the Confidential Documents and by enabling the competitors of the Debtors' counterparties to gain a strategic advantage over such counterparties in the marketplace." About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. The plan confirmation order means that if AMR and US Airways win the Justice Department lawsuit or settle with the government, the merger plan can go into effect. The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236, U.S. District Court, District of Columbia (Washington). Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN MEDICAL: A.M. Best Lowers Fin. Strength Rating to 'C+' --------------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to C+ (Marginal) from C++ (Marginal) and issuer credit rating to "b-" from "b" of American Medical and Life Insurance Company (AMLI) (New York, NY). Both ratings were removed from under review with negativ/e implications and assigned a negative outlook. AMLI is a wholly owned subsidiary of TREK Holdings, Inc. (TREK). The rating actions reflect the continued, albeit reduced, erosion of AMLI's capital, its reported operating losses in four of the last six quarters and numerous regulatory matters. Additionally, the ratings consider TREK's level of debt and the going concern opinion issued by its independent auditors in conjunction with its 2012 financial statements. A.M. Best remains concerned over some uncertainties regarding AMLI's unsettled regulatory issues, as well as the future ability of TREK to continue to extend the terms of its note payable each year and currently due in December 2013. The future ability of TREK to pay off or extend this obligation -- which exceeds its equity position -- currently remains indeterminate, and A.M. Best will continue to monitor the situation. A.M. Best also will be monitoring the potential for additional state regulatory actions and the ultimate impact of management's corrective action plans. Positive rating actions could occur if AMLI were to resolve its ongoing regulatory issues, substantially improve its capitalization, begin to generate regular operating profitability and resolve its parent company's going concern opinion. Conversely, continued losses and erosion of capital could result in further negative rating movement. AMNEAL PHARMACEUTICALS: S&P Assigns 'B' CCR; Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Bridgewater, N.J.-based pharmaceutical company Amneal Pharmaceuticals LLC. The outlook is stable. At the same time, S&P assigned a 'B' issue-level rating to the company's proposed $475 million term loan B due 2019. The recovery rating on the term loan is '4', reflecting S&P's expectation of average (30%-50%) recovery in the event of a payment default. "The rating on Amneal reflects our assessment of its position as a small generic pharmaceutical company and its lack of scale compared with other larger generic companies," said Standard & Poor's credit analyst Michael Berrian. "The rating also reflects our expectation that Amneal will continue to have neutral to negative discretionary cash flow, even though we expect EBITDA growth to modestly improve pro forma leverage of 5.2x." The stable outlook reflects S&P's expectation that growth objectives will be largely successful in the near term, while sharply limiting cash flow generation. S&P expects leverage measures to remain around 5x through 2014. ARCH COAL: Bank Debt Trades at 3% Off ------------------------------------- Participations in a syndicated loan under which Arch Coal Inc is a borrower traded in the secondary market at 97.06 cents-on-the- dollar during the week ended Friday, October 4, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.51 percentage points from the previous week, The Journal relates. Arch Coal Inc pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2018. The bank debt carries Moody's Ba3 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 209 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Arch Coal Arch Coal is one of the largest US coal producers which operate in all of the major US coal basins. The company's production consists mainly of low-sulfur thermal coal from its Power River Basin mines and thermal and metallurgical coal from Appalachia. In 2012, the company generated roughly $4 billion in revenues. * * * As reported in the Troubled Company Reporter on Aug. 7, 2013, Moody's Investors Service placed all ratings of Arch Coal on review for possible downgrade, including the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, Ba3 rating on senior secured credit facility, and the B3 rating on senior unsecured debt. The rating action was prompted by recent deterioration in performance and persistent weakness in market conditions for both thermal and metallurgical coal. ARCHDIOCESE OF MILWAUKEE: Judge Won't Recuse in Trust Case ---------------------------------------------------------- Annysa Johnson, writing for Milwaukee-Wisconsin Journal Sentinel, reported that U.S. District Judge Rudolph T. Randa on Oct. 1 refused to recuse himself from a lawsuit involving the Archdiocese of Milwaukee's cemetery trust, calling the motion requesting that he do so a waste of time and judicial resources. "The Seventh Circuit, if not the Supreme Court, will be the final word on the issues raised by the Cemetery Trust litigation," Randa said in the order explaining his decision, according to the report. "The last thing this case needs is another decision by another lower court federal judge before it reaches the Seventh Circuit." Judge Randa's decision, in a lawsuit related to the Archdiocese of Milwaukee's bankruptcy, is in some ways moot, the report related. The case has already been sent to the Seventh Circuit for review. At issue in the lawsuit is whether $50 million or more held by the archdiocese in the cemetery trust can be used to fund settlements with sex abuse victims who have filed claims in the archdiocese's bankruptcy, the report said. Judge Randa ruled in August that tapping any of that trust would substantially burden the archdiocese's free exercise of religion under the First Amendment and a 1993 law aimed at protecting religious freedom, the report further related. Lawyers for the creditors committee argued Judge Randa had a financial interest in the bankruptcy because he had purchased his parents' crypts, the report added. Judge Randa rejected that argument. About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ATHABASCA OIL: DBRS Confirms 'B' Issuer Rating ---------------------------------------------- DBRS Inc. has confirmed the Issuer Rating of Athabasca Oil Corporation and its Senior Secured Second-Lien Notes (the Notes) at "B", both with a Stable trend. The Recovery Rating for the Notes is RR4. The confirmation is based on DBRS's view that the Company's liquidity is sufficient to fund its capex through most of 2014, even if the $1.3 billion put/call option on the remaining 40% interest in Dover assets is delayed (the Dover Option). This view is based on the Company's cash on hand ($481 million as at June 30, 2013), its $200 million credit facility, the expected $145 million to be received by the end of 2013 from the exercise of the Company's option to sell its 50% light oil infrastructure assets and the Company's ability to curtail capex. Under the Dover Option agreement between the Company and PetroChina, the $1.3 billion option being exercised is conditional on the regulatory approval for the Dover assets. In August 2013, the Alberta Energy Regulatory (AER) panel approved the Dover Commercial Project, which was the first of three steps required to exercise the Dover Option. The remaining two steps include obtaining receipt of Order in Council and approval from Alberta Environment. Subsequent to the approval by the AER, the Fort McKay First Nation filed a notice seeking permission from the Court of Appeal of Alberta to appeal the AER's decision; however, Athabasca expects remaining approvals will continue to progress and be unaffected by the application for leave to appeal. The Company expects to obtain the remaining approvals and exercise their Dover Option prior to the end of 2013. The timing of the Dover Option being exercised remains critical for Athabasca to maintain its liquidity. In the event that there are further delays and the Dover Option cannot be exercised by April 2014, this could lead to a negative rating action by DBRS, barring further liquidity risk mitigation. DBRS acknowledges that the Company has attractive light oil assets located in the liquids-rich Montney and the Duvernay, which could be monetized to maintain liquidity and to complete the development of its Hangingstone Project 1 (first steam is expected in late 2014 and a full ramp-up is expected within 18 to 24 months following the first steam). The timing of the potential asset sales would be critical should there be further delays in exercising the Dover Option post April 2014. ATP OIL: Seeks to Sell Netherlands Unit --------------------------------------- Jacqueline Palank, writing for Daily Bankruptcy Review, reported that ATP Oil & Gas Corp. is seeking to sell its Netherlands subsidiary as it also works to finalize the sale of its main assets to its lenders. About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. ATP is seeking court approval to sell substantially all of its Deepwater Assets and Shelf Property Assets. BEN VENUE: Maker of J&J's Doxil and Other Drugs Will Shut Down -------------------------------------------------------------- Jonathan D. Rockoff, writing for The Wall Street Journal, reported that a Boehringer Ingelheim GmbH unit that has been beset by manufacturing difficulties said it plans to shut down starting this month, eliminating 1,100 jobs and exacerbating shortages of cancer and other drugs. According to the report, the Ben Venue Laboratories unit, which makes drugs for other companies and for its own sale, has struggled over the past few years with production problems that prompted tight monitoring by the U.S. Food and Drug Administration and disrupted the supply of cancer drugs like Doxil. Johnson & Johnson, which sells Doxil made for it by Ben Venue, said last week that it expected more shortages of the drug because of "external difficulties." A J&J spokeswoman said the company is talking with Ben Venue about ways to ensure continued supplies of Doxil into 2014, the report related. The spokeswoman said that Ben Venue was just "one of several options we continue to explore in order to keep this therapy accessible for patients, in both the short- and long- term." Ben Venue, based in Bedford, Ohio, said on Oct. 3 that the company has spent more than $350 million to date to upgrade its production, but still projected operating losses over the next five years of about $700 million if it kept trying to meet good manufacturing standards. Instead, the company said it would cease production by the end of this year and end packaging, labeling and all other activities next year. "The effort, magnitude of investment, and additional years required to remediate the facility before Ben Venue can return to sustainable production is not feasible," the company said, the report cited. "Ben Venue understands the importance of the drugs the company produces, and will work to help ensure that these critical medicines continue to reach the patients who need them." BENTLEY PREMIER: Hearing on Cash Use Continued Until Oct. 10 ------------------------------------------------------------ The Bankruptcy Court entered an order continuing until Oct. 10, 2013, at 1:30 p.m., the hearing on Bentley Premier Builders LLC's motion for: 1. authorization to use cash collateral; 2. authorization to pay prepetition obligations of certain critical vendors and to amend interim cash collateral order and budget. As reported in the Troubled Company Reporter on Aug. 27, 2013, Judge Brenda Rhoades authorized the Debtor to use the cash collateral of its lenders, The Phillip M. Pourchot Revocable Trust and/or The Starside, LLC. The Bankruptcy Court agreed that the Debtor needs cash to enable it to pay necessary operating expenses, including fees, insurance premiums, utilities, among other things. As adequate protection for the Debtor's cash collateral use and any diminution in value in other collateral, the Lenders are granted a continuing and replacement security interest in all of the same property of the Debtor that it had pursuant to the Prepetition Loan Documents. In the event adequate protection to the Lenders is insufficient to protect the Lenders, then the Lenders' claim will have a priority under Sec. 507(b) of the Bankruptcy Code over all administrative expenses incurred in the Chapter 11 case. Mark E. Andrews, Esq., of 1201 Elm Street, Suite 3300, Dallas Texas, 75270, serve as attorney for the Lenders. He can be reached at tel no. (214) 698-7819 and fax no. (214) 698-7899. About Bentley Premier Bentley Premier Builders, LLC, is a Texas limited liability company in the business of real estate development and building custom houses. It filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas. Judge Brenda Rhoades presides over the case. Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as counsel. The Debtor disclosed $35,793,857 in assets and $30,428,782 in liabilities as of the Chapter 11 filing. BKB LLC: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------- Debtor: BKB, LLC 5651 E Imperial Hwy South Gate, CA 90280 Case No.: 13-34413 Chapter 11 Petition Date: October 3, 2013 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Ernest M. Robles Debtor's Counsel: David B Golubchik, Esq. LEVENE NEALE BENDER RANKIN & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 Email: dbg@lnbrb.com Total Assets: $2.5 million Total Liabilities: $2.48 million The petition was signed by Behzad Lavian, manager. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb13-34413.pdf BLACKBERRY INC: Draws Interest of Cerberus ------------------------------------------ Sharon Terlep and Dana Cimilluca, writing for The Wall Street Journal, reported that BlackBerry Ltd. has drawn the interest of distressed-investing specialists including Cerberus Capital Management LP, according to people familiar with the matter, as the smartphone maker seeks a buyer to rescue the company. According to the report, Cerberus is aiming to sign a confidentiality agreement with BlackBerry that would allow it to access the company's private financial information, one of the people said. The firm may well opt against pursuing a bid, the person said. At least one other distressed-investing firm has also been sniffing around BlackBerry, according to another person familiar with the matter, the report related. It's not clear who that is or if they're still interested. BlackBerry in August announced a review of strategic alternatives, including a possible sale, following a dramatic erosion in the market share of its signature devices, the report recalled. That led last month to a preliminary deal to sell the company to Fairfax Financial Holdings Ltd. for $4.7 billion, or $9 a share. Concerned the deal won't stick at that price, and reacting to another bleak financial report from the company, investors have driven down BlackBerry shares, the report said. The shares ended Wednesday up 4 cents to $7.96 on the Nasdaq Stock Market, recouping losses earlier in the session after the Journal reported on Cerberus's interest. About BlackBerry BlackBerry(R) revolutionized the mobile industry when it was introduced in 1999. Based in Waterloo, Ontario, BlackBerry operates offices in North America, Europe, Asia Pacific and Latin America. BlackBerry is listed on the NASDAQ Stock Market (NASDAQ: BBRY) and the Toronto Stock Exchange (TSX: BB). See http://www.blackberry.com/ In September 2013, The Wall Street Journal, reported that BlackBerry Ltd. is letting go of up to 40% of its employees by the end of the year. BlackBerry had 12,700 employees as of March, the last time it disclosed a total number. BlackBerry, once a dominant smartphone maker, has lost market share to competitors such as Apple Inc. and Samsung Electronics Co. The Company's balance sheet at June 1, 2013, showed $13.07 billion in total assets, $3.67 billion in total liabilities and $9.39 billion in shareholders' equity. BROOKFIELD OFFICE: S&P Puts 'BB+' Rating on CreditWatch Developing ------------------------------------------------------------------ Standard & Poor's Ratings Services placed its 'BBB-' corporate credit rating, 'BB+' unsecured debt rating, and 'BB/P-3' preferred stock rating on Brookfield Office Properties Inc. and Brookfield Office Properties Canada (collectively BPO) on CreditWatch with developing implications. The CreditWatch placement affects roughly $350 million of unsecured notes and $764 million of preferred stock. "The CreditWatch listing indicates that we could raise, lower, or affirm the ratings following our review," said Standard & Poor's credit analyst Elizabeth Campbell. Brookfield Property Partners L.P. (BPY) has announced a proposal to acquire through a tender offer the 49% stake in Brookfield Office Properties Inc. (BPO) that it does not already own. The consideration value being offered to BPO shareholders of $19.34 per share represents an approximately 15% premium to the closing price of BPO's shares on Sept. 27, 2013 (on both the NYSE and TSX exchanges). Shareholders will have the choice of receiving consideration in the form of cash or BPY limited partnership units (on a tax-deferred basis), subject in each case to pro-ration based on a maximum cash consideration of $1.7 billion and a maximum of 174 million Brookfield Property Partners limited partnership units. The transaction is valued at $5 billion. In response to the proposal, BPO's board has appointed a committee of independent directors to commission an independent valuation to assess the proposal on behalf of the company's shareholders. Once this valuation is available, BPY will file a prospectus with U.S. and Canadian securities regulators. The formal offer is not expected to be presented to shareholders until the first quarter of 2014. S&P's current ratings for BPO acknowledges the company's "strong" business risk profile, as characterized by a sizable ($27.8 billion in total assets), competitively positioned, and high-quality office portfolio that is increasingly global in scope. The company's lower debt coverage measures and higher debt to EBITDA relative to peers results in a "significant" financial risk profile, though S&P views BPO's liquidity position as "adequate". Due to high encumbrance levels, S&P rates the company's unsecured bonds a notch lower than the corporate credit rating. BPY's real estate holdings (about $31.2 billion as of June 30, 2013) are presently dominated by the company's current 51% stake in BPO. But its investment platform is much broader than that of BPO, is also global in scope, and is diversified across multiple asset classes, including investments in retail (via current stakes in U.S. REITs, General Growth Properties Inc., and Rouse Properties Inc.), multifamily, industrial, hotels, and other assets. Both BPO and BPY are currently externally managed by Brookfield Asset Management, though S&P has not historically factored any explicit support into its ratings for BPO. BPY's proposal has stated that BPO's rated unsecured debt securities would remain in place, but that some convertible preferred shares could be exchanged for equivalent shares of a BPY subsidiary. It is not clear to S&P whether the debt securities would be guaranteed by BPY and the extent to which BPO's current operating and financial strategies as well as its legal structure could change once absorbed into the BPY platform. S&P currently sees downside risk to ratings as somewhat less likely, given the potential benefits of BPY's larger, more diverse platform. However, the expected growth and financing strategies for BPY's other operating platforms is at this time unknown to S&P. S&P will seek to meet with management of BPY in the coming month to gain clarity on these issues, so as to ascertain the impact, if any, of the proposed acquisition on BPO's credit profile. BURLINGTON COAT: S&P Raises CCR to 'B'; Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services said it raised its corporate credit rating on Burlington, N.J.-based off-price retailer Burlington Coat Factory Warehouse Corp. to 'B' from 'B-'. The outlook is stable. At the same time, S&P raised the issue-level rating on the company's term loan to 'BB-' from 'B+'. The recovery rating remains '1', indicating S&P's expectation for very high (90%-100%) recovery in the event of payment default. S&P also raised its issue-level rating on the company senior unsecured notes to 'CCC+' from 'CCC'. The recovery rating remains '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of payment default. S&P also removed the ratings from CreditWatch, where it placed them with positive implications on Sept. 30, 2013. "The upgrade reflects proceeds from the company's recent IPO used to repay debt. We estimate the $190 million repayment of the senior unsecured pay-in-kind (PIK) toggle notes results in leverage in the high-5.0x area compared with our pre-IPO forecast of about 6.0x," said credit analyst David Kuntz. "It also incorporates our view that the company's financial policies -- although still considered "very aggressive" because of the substantial sponsor ownership -- could potentially moderate over the next 12 months." S&P's stable rating outlook reflects its forecast that merchandise enhancements, improved operating efficiencies, and positive operating leverage will result in performance gains over the next year. In S&P's view, moderate EBITDA growth coupled with further debt repayment will result in a modestly better credit protection profile over the next year. However, S&P do expect that credit protection measures to remain commensurate with a highly leveraged financial risk profile. S&P could consider a negative action if consumer spending drops because of weakness in the U.S. economy or merchandise missteps hurt BCF's performance and credit measures deteriorate. Under this scenario, sales would be flat to slightly down and margins would erode by more than 50 basis points (bps). At that time, leverage would be above 6.5x and interest coverage would be below 2.0x. Conversely, S&P could consider an upgrade if the company continues to demonstrate stable performance gains and repays debt by a moderate amount. This could occur if sales growth is in the mid- single digits, margins increase by more than 25 bps, and the company repays debt by $250 million. This could cause S&P to revise its business risk profile assessment to weak from vulnerable. At that time, leverage would be below 5.0x and interest coverage would approach the 3.0x area. CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off -------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc is a borrower traded in the secondary market at 90.91 cents-on-the-dollar during the week ended Friday, October 4, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.43 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018. The bank debt carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 209 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. As of June 30, 2013, the Company had $26.84 billion in total assets, $27.58 billion in total liabilities and a $738.1 million total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CALFRAC WELL: Moody's Rates $150MM Sr. Unsecured Notes 'B1' ----------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Calfrac Well Services Ltd.'s US$150 million senior unsecured notes add-on. Calfrac 's other ratings are unchanged. The rating outlook is stable. The proceeds of the notes will be used to reduce borrowings under Calfrac 's C$300 million committed revolving credit facilities. Upgrades: Issuer: Calfrac Holdings, LP Senior Unsecured Regular Bond/Debenture Dec 1, 2020, Upgraded to a range of LGD4, 62 % from a range of LGD4, 63 % Assignments: Issuer: Calfrac Holdings, LP Senior Unsecured Regular Bond/Debenture, Assigned B1 Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD4, 62 % Ratings Rationale Calfrac's Ba3 Corporate Family Rating (CFR) considers the company's relatively small size, and niche focus on fracturing services and resultant exposure to cyclical oil and natural gas land drilling activities, mitigated by low leverage, a high quality and mobile equipment fleet, technical expertise, and strong customer relationships. The SGL-2 Speculative Grade Liquidity rating reflects good liquidity. Pro forma the notes add-on Calfrac will have C$31 million in cash and about C$256 million available, after C$18 million in letters of credit, under its C$300 million revolving credit facilities, due September 2016. We expect C$50 million of negative free cash flow through 2014 and for Calfrac to have ample room under its three financial covenants (Funded Debt to EBITDA not to exceed 2.25x, Total Debt to Capitalization not to exceed 0.6x, and Current Ratio not to fall below 1.15x) during this period. The company has no significant debt maturities until 2020. Alternative liquidity is limited given that all North American assets are pledged to the revolver lenders. Calfrac's revolving credit facility is secured by a first priority lien on substantially all of Calfrac's North American assets, but excludes assets in Russia, Mexico and Argentina. Calfrac Holdings LP senior notes are unsecured. Under Moody's LGD methodology, the size of the prior ranking senior secured revolver results in the notes being rated B1, one notch below the Ba3 CFR. The stable outlook reflects Calfrac's strong customer relationships, high quality fleet, and Moody's expectation that debt to EBITDA will trend toward 2.5x through 2014. The rating could be upgraded if Calfrac can improve the scale and scope of its operations, broaden its geographic footprint and product diversification, and strengthen its market position while maintaining its strong credit metrics. The rating could be downgraded if debt to EBITDA cannot be sustained under 3.0x. Calfrac Well Services Ltd. is a Calgary, Alberta based provider of pressure pumping services to exploration and production companies. CHINA AUTO: Gets Nasdaq Listing Non-Compliance Notice ----------------------------------------------------- China Auto Logistics Inc. on Oct. 3 disclosed that it received a letter from the Listings Qualification Department of the Nasdaq Stock Market ("NASDAQ") stating that on September 27, 2013, for the previous 30 consecutive business days, the market value of publicly held shares ("MVPHS") of the Company's common stock had closed below the minimum $5 million requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(1)Copyright. The letter states that the Company will be provided 180 calendar days, or until March 26, 2014, to regain compliance with the minimum MVPHS requirement. In accordance with Rule 5810(c)(3)(D), the Company can regain compliance if at any time during the 180- day period the closing MVPHS is at least $5 million for a minimum of 10 consecutive business days. In the event the Company does not regain compliance with the MVPHS requirement prior to March 26, 2014, the Common Stock will be subject to delisting. The Company intends to monitor the MVPHS of the Common Stock and may, if appropriate, consider implementing available options to regain compliance or submitting an application to transfer to The Nasdaq Capital Market. However, there can be no assurance that the Company will be able to regain compliance or successfully transfer to The Nasdaq Capital Market. Mr. Tong Shiping, Chairman and CEO of the Company, stated, "We remain committed to growing our business in the Chinese luxury auto market where we continue to be a significant player. We further believe that at some point investors will recognize our strengths and value our shares more realistically." About China Auto Logistics China Auto Logistics Inc. -- http://www.chinaautologisticsinc.com/ -- is one of China's top sellers of imported luxury vehicles, and also manages China's largest imported auto mall in Tianjin. CHINA CABLECOM: Incurs $20.7-Mil. Net Loss in 2011 --------------------------------------------------- China Cablecom Holdings, Ltd., filed on Oct. 2, 2013, its annual report on Form 20-F for the fiscal year ended Dec. 31, 2011. UHY Vocation HK CPA Limited, in Hong Kong, said the Company has incurred significant losses during 2011, 2010 and 2009, and has relied on debt and equity financings to fund their operations. The independent auditors noted that these conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $20.7 million for the year ended Dec. 31, 1022, compared to a net loss of $14.4 million for the year ended Dec. 31, 2011. Management fee income for the year ended Dec. 31, 2011, were $4.6 million, an increase of $0.1 million from $4.5 million for the year ended Dec. 31, 2010. "From September 2011, the business operation in Binzhou Broadcasting was suspended as a result of the Government of Shandong Province's initiatives to consolidate all cable operators within the province into Shandong Broadcasting and Television Network Co., Ltd. The Company has not reached any settlement agreement with either Binzhou SOE or Shandong Broadcasting and Television Network Co., Ltd., by the time of this report and decided to make a full provision of $9.8 million on its investment in Binzhou Broadcasting." The Company's balance sheet at Dec. 31, 2011, showed $52.4 million in total assets, $44.4 million in total liabilities, and shareholders' equity of $8.0 million. A copy of the Form 20-F is available at http://is.gd/SvIpL5 Prior to March 2012, China Cablecom Holdings, Ltd., was a joint- venture provider of cable television services in the PRC, operating in partnership with a local state-owned enterprise authorized by the PRC government to control the distribution of cable TV services ("SOE"). The Company acquired the networks it previously operated in Binzhou, Shandong Province in September 2007 and in Hubei Province in June 2008 by entering into a series of asset purchase and services agreements with companies organized by SOEs owned directly or indirectly by local branches of the State Administration of Radio, Film, and Television (SARFT) to serve as holding companies of the relevant businesses. Following the recent disposal of its interest in the Hubei network and suspension of operations in Binzhou, the Company is a dormant, non-operating company. China Cablecom Holdings, Ltd., is headquartered in Jinan, People's Republic of China. CHINA NATURAL: Hiring Approvals Sought -------------------------------------- BankruptcyData reported that China Natural Gas filed with the U.S. Bankruptcy Court a motion to retain Schiff Hardin (Contact: Louis T. DeLucia) as counsel at the following hourly rates: partner at $435 to $880, of counsel/counsel at $325 to $845, associate at $205 to $560 and legal assistant/paralegal at $125 to $515. The motion explains, "The Debtor seeks to retain Schiff because of Schiff's recognized expertise and extensive knowledge in the field of debtor's protections, creditors' rights, and business reorganizations under Chapter 11 of the Bankruptcy Code." The Company also filed a motion to retain Warren Street Global (Contact: J. Gregg Pritchard) to provide the services of J. Gregg Pritchard to serve as chief restructuring officer for $15,000 per month, a success fee of $30,000 if a settlement is reached on or before the end of the fourth month or a success fee of $15,000 if the settlement is approved after the end of the fourth month but before the eight month. About China Natural Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural Gas, Inc., was incorporated in the State of Delaware on March 31, 1999. The Company through its wholly owned subsidiaries and variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and subsidiaries of its VIE, which are located in Hong Kong, Shaanxi Province, Henan Province and Hubei Province in the People's Republic of China ("PRC"), engages in sales and distribution of natural gas and gasoline to commercial, industrial and residential customers through fueling stations and pipelines, construction of pipeline networks, installation of natural gas fittings and parts for end-users, and conversions of gasoline-fueled vehicles to hybrid (natural gas/gasoline) powered vehicles at 0ptmobile conversion sites. On Feb. 8, 2013, an involuntary petition for bankruptcy was filed against the Company by three of the Company's creditors, Abax Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr. S.D.N.Y. Case No. 13-10419). The Petitioners claimed that they have debts totaling $42,218,956.88 as a result of the Company's failure to make payments on the 5% Guaranteed Senior Notes issued in 2008. The Company says it intends to oppose the motion. Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in Washington, D.C., represents the Petitioners as counsel. CHOPPER EXPRESS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Chopper Express Inc. 350 Main Road Montville, NJ 07045 Case No.: 13-31849 Debtor entity filing separate Chapter 11 petition: Entity Case No. ------ -------- Pumpernickel Express, Inc. 13-31851 Chapter 11 Petition Date: October 3, 2013 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Donald H. Steckroth Debtor's Counsel: Jeffrey A. Cooper, Esq. RABINOWITZ, LUBETKIN & TULLY, LLC 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Tel: 973-597-9100 Fax: 973-597-9119 Email: jcooper@rltlawfirm.com Total Assets: $9.30 million Total Liabilities: $12.31 million The petition was signed by Joseph P. Guttilla, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb13-31849.pdf CLASSIC BALLOON: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Classic Balloon Corporation 1416 Upfield Drive Carrollton, TX 75006 Case No.: 13-35153 Chapter 11 Petition Date: October 3, 2013 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Edwin Paul Keiffer, Esq. WRIGHT GINSBERG BRUSILOW P.C. Republic Center, Suite 4150 325 North St. Paul Street Dallas, TX 75201 Tel: (214) 651-6517 Fax: (214) 744-2615 Email: pkeiffer@wgblawfirm.com - and - Shane Austin Lynch, Esq. WRIGHT GINSBERG BRUSILOW, PC Republic Center, Ste. 4150 325 N. St. Paul Street Dallas, TX 75219 Tel: (214) 651-6516 Email: slynch@wgblawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Leslie W. Barton, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. CNH CAPITAL: S&P Rates New Sr. Unsecured Notes Due 2017 'BB' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it has assigned its 'BB' issue rating to U.S.-based CNH Capital LLC's proposed senior unsecured notes due 2017. CNH Capital is a wholly owned subsidiary of Netherlands-based CNH Industrial N.V. (CNHI). CNH Capital America LLC and New Holland Credit Co. LLC, each a wholly owned subsidiary of CNH Capital, will guarantee the notes. The company expects to use the proceeds from the issuance for working capital and other general corporate purposes or to repay other debt. The 'BB+' corporate credit rating on CNH Capital (a wholly owned captive finance company that provides financial services for CNHI's customers in the U.S. and Canada) reflects the long-term rating on CNHI, its parent. S&P views this subsidiary as a core holding of CNHI, given its strategic importance to the parent (financial services are a key offering that facilitates the sale of CNHI's equipment), CNHI's ability to influence CNH Capital's actions, and S&P's expectation that the parent would provide financial support to CNH Capital in times of need. There is a support agreement between the two companies, and CNH Capital's receivables account for more than half of the total managed portfolio of CNHI's financial services organization globally. The rating on CNH Capital's senior unsecured notes reflects the company's reliance on secured debt, primarily through asset-backed security transactions, which S&P believes continues to encumber a significant majority (about 65% after giving effect to the proposed issuance) of the assets on its balance sheet. S&P also believes that these transactions would materially weaken the recovery prospects for unsecured debtholders in the event of a default. Still, the ratio of secured debt to assets has declined over the past two years, the company has access to unsecured committed credit lines, and S&P view the proposed notes issuance as a consistent step toward achieving greater funding diversification. This should gradually reduce reliance on the asset-backed securities market, which S&P would consider a positive rating factor over time. RATINGS LIST CNH Capital LLC Corporate Credit Rating BB+/Stable/-- New Ratings CNH Capital LLC Senior unsecured notes due 2017 BB COLORADO CUSTOMWARE: To Sell Assets to N. Harris for $3.25MM ------------------------------------------------------------ Steve Lynn, writing for North Colorado Business Report, relates that Colorado Customware Inc., is seeking approval for a sale of its assets to Ontario, Canada-based N. Harris Computer Corp., for $3.25 million in cash. The purchase price would cover one third of the company's $10 million in liabilities, according to documents filed in U.S. Bankruptcy Court for the District of Colorado. N. Harris Computer, which sells software, would buy software and other assets from Colorado Customware if the deal is approved. The companies would close the deal Nov. 25. Creditors holding the largest unsecured claims include Fort Collins-based Verus Bank of Commerce at $7.1 million, Vision Appraisal in Massachusetts at $2.6 million and Marshall & Swift in Wisconsin at $815,000, according to court documents. According to the report, Verus Bank has agreed to the sale. The report notes that according to a Sept. 27 filing, the Bankruptcy Court approved $100,000 in debtor-in-possession financing from Verus to Colorado Customware "to bridge through a sale process." Colorado Customware, Inc., based in Fort Collins, Colorado, filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 13-22227) on July 17, 2013. Judge Elizabeth E. Brown oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP, serves as the Debtor's counsel. In its petition, Colorado Customware estimated under $50,000 in assets and $10 million to $50 million in debts. A list of the COmpany's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob13-22227.pdf The petition was signed by Lori D. Burge, president. CONTAINER STORE: Moody's Says IPO Filing is Credit Positive ----------------------------------------------------------- Moody's Investors Service said that The Container Store, Inc.'s September 30, 2013 announcement that it intends to pursue a public equity offering, is a credit positive. The company's B3 Corporate Family Rating and stable outlook are currently unaffected. The principal methodology used in this rating was Global Retail published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. The Container Store, Inc., headquartered near Dallas, TX, is a retailer of storage and organization products in the United States and Europe. The company operates 62 leased specialty retail stores in the United States and operates in Europe through its wholly owned Swedish subsidiary, Elfa International. Net revenue for the latest twelve month period ended August 31, 2013 exceeded $735 million. CORD BLOOD: Tonaquint Wants to Dispose of Collateral ---------------------------------------------------- Cord Blood America, Inc., on Aug. 30, 2013, filed a Complaint in the United States District Court for the District of Utah, Central Division, against Tonaquint, Inc., and St. George Investments, LLC, case number 2:13-cv-00806-PMW. The Company brought this legal action against the Defendants alleging fraud in the inducement, breach of agreement, breach of implied covenant of good faith and fair dealing and unjust enrichment. In particular, among other things, the Complaint alleges that the Defendants have fraudulently induced the Company to enter into the June 27, 2012, Secured Convertible Promissory Note, Securities Purchase Agreement, and related documentation through misrepresentations including but by no means limited to: (i) representing that the Tonaquint Note would be consecutively amortized with the March 10, 2011, Secured Convertible Promossory Note issued to St. George by the Company, and that these would not become due and owing simultaneously, and (ii) that the St. George Note would be replaced by an amended note to be paid off according to a set amortization schedule. The Company seeks relief in the form of rescission or reformation of the Tonaquint Note, St. George Note, the Warrant issued to St. George as part of the March 10, 2011, transaction, as well as related agreements and documents, an order enjoining the Defendants from foreclosing on the Notes or selling the Company's assets, punitive and other damages in an unspecified amount, costs, attorneys' fees, interest and such other relief as the Court deems just and proper. Subsequently, on Sept. 25, 2013, the Defendants each filed their Answer and Counterclaim in the Action. In their Counterclaims, the Defendants allege causes of action against the Company for Breach of the March 10, 2011, Note and Warrant Purchase Agreement between St. George and the Company, Breach of the Tonaquint Purchase Agreement and Tonaquint Note, Breach of the Implied Covenant of Good Faith and Fair Dealing, and Unjust Enrichment. The Defendants claim that the Company purportedly breached the SGI Purchase Agreement, Tonaquint Purchase Agreement, and Tonaquint Convertible Note, by, among other things, failing to maintain a share reserve, failing to increase the number of authorized shares, failing to call or hold a meeting to increase the authorized shares of Common Stock of the Company, and failing to make installment payments under the Tonaquint Convertible Note. The Defendants seek relief in the form of damages in an unspecified amount and an order from the Court requiring the Company to establish and maintain a share reserve for the benefit of the Defendants, along with costs, attorneys' fees and such other relief as the Court deems just and proper. The Company believes the Counterclaims lack merit and will vigorously defend itself against the claims. Also on Sept. 25, 2013, the Company received from Tonaquint a Notice of Disposition of Collateral advising of Tonaquint's intent to sell all assets of the Company at a public auction on Nov. 4, 2013, at 11:00 a.m. PST at 1857 Helm Drive, Las Vegas, Nevada, 89119. The Company disagrees with Tonaquint's allegations and does not believe Tonaquint is entitled to the relief. The Company said it intends to vigorously defend itself against Tonaquint's attempt to sell these assets, as well as Defendants' counterclaims in general, and will continue to take legal action to protect the interests of the Company and its shareholders. About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. Cord Blood disclosed a net loss of $3.49 million on $5.99 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $6.51 million on $5.07 million of revenue during the prior year. The Company's balance sheet at March 31, 2013, showed $6.37 million in total assets, $5.76 million in total liabilities and $606,561 in total stockholders' equity. Rose, Snyder & Jacobs, LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has sustained recurring operating losses and has an accumulated deficit at Dec. 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CROSSROADS SYSTEMS: Evaluates Options to Protect NOL Carryforwards ------------------------------------------------------------------ Crossroads Systems, Inc. on Oct. 3 disclosed that it is evaluating alternatives to protect its existing net operating loss (NOL) carryforwards and attempt to avoid a potential "triggering event," as defined in Section 382 of the Internal Revenue Code of 1986, as amended. Subject to the receipt of applicable approvals required from the holders of the Company's 5.0% Series F Convertible Preferred Stock, the company announced that its Board of Directors intends to adopt a tax benefit preservation plan to protect the value of its NOL carryforwards and other related tax assets (an "NOL Plan"). As of July 31, 2013, the Company had total federal NOL carryforwards of approximately $100 million. The impairment of the Company's NOL carryforwards would be triggered by a 50-percentage-point or more "ownership shift" by "5% shareholders" (as defined in Section 382 of the Internal Revenue Code) during a rolling three-year period, all as calculated under Internal Revenue Service regulations. Even small fluctuations in the ownership of "5% shareholders" could trigger the Section 382 impairment of the Company's NOL carryforwards. At this time, Crossroads is urging any shareholder or prospective shareholder who is, or may be close to becoming, a "5% shareholder" and any current 5% or more shareholder to contact Mark Hood, the Company's Executive Vice President of Corporate Communications, or Jennifer Crane, the Company's Chief Financial Officer, at the contact information above before completing any trades to discuss the possible consequences of such trades with respect to the Company's NOL carryforwards. Following the receipt of certain approvals required to be obtained from the holders of a majority of the Company's 5.0% Series F Convertible Preferred Stock, the Board's adoption of an NOL Plan would be intended to serve the interest of all Crossroads shareholders by reducing the likelihood of an ownership change that would impair the Company's use of its NOL carryforwards, thereby helping to protect the Company's ability to use the NOL carryforwards to offset future tax liabilities. The company intends to begin seeking the requisite approvals from the holders of its 5.0% Series F Convertible Preferred Stock relating to the NOL Plan shortly following the date of this release. The likelihood and timing of such stockholder approval cannot be determined at this time and, accordingly, whether an NOL Plan will be adopted cannot be ascertained at this time. In the event an NOL Plan is adopted, the Board of Directors would expect to declare a non-taxable dividend of one preferred share purchase right for each outstanding share of common stock and each outstanding share of 5.0% Series F Convertible Preferred Stock to holders of record as of the close of business on the record date set by the Board of Directors. Any share issued after that date would also receive a Right. If an NOL Plan is adopted, any person or group that acquires beneficial ownership of 4.99% or more of the Company's common stock without Board approval would be subject to significant dilution in the ownership interest of that person or group, subject to limited exceptions, and the Rights held by such person or group would become void. Shareholders who currently beneficially own 4.99% or more will not trigger the preferred share purchase rights unless they acquire beneficial ownership of additional shares. The Company expects to submit an NOL Plan for shareholder approval at the next annual meeting of stockholders following the implementation of such NOL Plan. If adopted, the terms of the NOL Plan are expected to provide that the NOL Plan would expire on the earliest of (i) 5:00 p.m., New York time, on the date that the votes of the stockholders of the Company, with respect to the Company's next annual meeting of stockholders following the implementation of such NOL Plan, are certified, unless the continuation of the Rights is approved by the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the Company's next annual meeting of stockholders following the implementation of such NOL Plan (or any adjournment or postponement thereof) duly held in accordance with the Company's Amended and Restated Bylaws and applicable law; (ii) 5:00 p.m., New York time, on the date that is three years after the NOL Plan is adopted; (iii) the time at which the Rights are redeemed or exchanged under the Plan; (iv) the repeal of Section 382 or any successor status and the Board's determination that the Plan is no longer necessary for preservation of the Company's NOLs; or (v) the beginning of a taxable year of the Company to which the Board of Directors determines that no NOLs may be carried forward. In addition, the Board of Directors would be able to terminate the NOL Plan at any time in its discretion. The above summary description of the expected terms of any NOL Plan reflects the Company's current plans only and is subject to change. If it adopts an NOL Plan, the Company will file additional definitive information regarding such NOL Plan with the U.S. Securities and Exchange Commission. About Crossroads Systems Crossroads Systems, Inc. Headquartered in Austin, Texas, Crossroads Systems, Inc. ? http://www.crossroads.com -- is a global provider of data archive solutions. CUE & LOPEZ CONSTRUCTION: Case Summary & 20 Top Unsec. Creditors ---------------------------------------------------------------- Debtor: Cue & Lopez Construction, Inc. PO BOX 193899 San Juan, PR 00926 3899 Case No.: 13-08297 Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Brian K. Tester Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A CURPILL, PSC LAW OFFICE 356 Calle Fortaleza, Second Floor San Juan, PR 00901 Tel: 787 977-0515 Email: cacuprill@cuprill.com Total Assets: $12.65 million Total Liabilities: $16.66 million The petition was signed by by Frank F. Cue Garcia, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Caribbean Property Group LLC Loans $2,033,000 500 Plantation Drive, Suite 2 Dorado PR 00646 Oriental Financial Group Commercial Loan $1,561,498 Eurobank-Oriental PO Box 195115 San Juan PR 00919 5115 Bermudez, Longo, Sub-contractor $569,111 Diaz-Masso, LLC PO Box 191213 San Juan PR 00919 1213 IDS Office/Scotiabak of PR Furniture Supplier $470,662 Centro Int'l De Mercadio II 90 CARR 165 Suite 405 Guaynabo PR 00968 MAKKO Construction LLC Sub-contractor $462,303 PMB 383 352 Ave. San Claudio San Juan PR 00926 Caribbean Data System, Inc. Computer Materials $342,422 1129 Munoz Rivera Avenue San Juan PR 00925 2729 Internal Revenue Service Payroll Taxes $278,809 Post Office Box 7346 Philadelphia PA 19101-7346 Departmento De Hacienda de PR Payroll Taxes $258,732 P.O. Box 9024140 Withheld San Juan PR 00902-4140 Air Master Windows & Doors Construction $232,046 Materials SESCO Technology Solutions Sub-contractor $203,693 Professional Iron Works Sub-contractor $176,854 Jaica Plumbing Sub-contractor $135,485 American Agencies Co., Inc. Sub-contractor $135,111 Maite Ortiz Morales DACO Claim $128,390 Departamento Del Trabajo Y Unemployment $127,000 insurance ET Construction Corp Architectural $115,836 services The Tile Shop, Inc. Tiles material $115,449 supplier Superasphalt Payment Corp Sub-contractor $102,201 Frama Rental Corp Equipment rental $99,200 Midsun Group Caribe, Inc. Sub-contractor $86,631 CUE & LOPEZ CONTRACTORS: Case Summary & 16 Top Unsec. Creditors --------------------------------------------------------------- Debtor: Cue & Lopez Contractors, Inc. PO Box 193899 San Juan, PR 00919 3899 Case No.: 13-08299 Type of Business: General Contractor Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Mildred Caban Flores Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A CURPILL, PSC LAW OFFICE 356 Calle Fortaleza, Second Floor San Juan, PR 00901 Tel: 787 977-0515 Email: cacuprill@cuprill.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Frank F. Cue Garcia, executive vice- president. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb13-8299.pdf CYCLONE POWER: Joel Mayersohn Appointed as Director --------------------------------------------------- Joel Mayersohn has been appointed to Cyclone Power Technologies, Inc.'s Board of Directors, to serve in that position until the next meeting of the Company's shareholders. This appointment was made by unanimous consent of the Board of Directors on Sept. 17, 2013, with an effective date as of Sept. 30, 2013. Mr. Mayersohn is a partner in the Ft. Lauderdale, FL, office of Roetzell & Andress, where he specializes in corporate, securities and business law. He advises a diversified client base in private placements, public offerings, mergers and acquisitions, financing transactions and general securities, as well as corporate law matters. He also has experience in venture capital, bridge loans and pipe financings. Mr. Mayersohn is a member of the Florida and New York Bars, and received his J.D. and B.A from The State University of New York at Buffalo. About Cyclone Power Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink Sheets: CYPW) is a clean-tech engineering company, whose business is to develop, commercialize and license its patented Rankine cycle engine technology for applications ranging from renewable power generation to transportation. The Company is the successor entity to the business of Cyclone Technologies LLLP, a limited liability limited partnership formed in Florida in June 2004. Cyclone Technologies LLLP was the original developer and intellectual property holder of the Cyclone engine technology. Cyclone Power disclosed a net loss of $3 million on $1.13 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $23.70 million on $250,000 of revenue in 2011. The Company's balance sheet at June 30, 2013, showed $1.36 million in total assets, $4.26 million in total liabilities and a $2.89 million total stockholders' deficit. Mallah Furman, in Mallah Furman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. DART PEBBLE: Case Summary & 17 Unsecured Creditors -------------------------------------------------- Debtor: Dart Pebble Creek, LLC 480 W. Deuce of Clubs Show Low, AZ 85901 Case No.: 13-17326 Chapter 11 Petition Date: October 3, 2013 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. George B. Nielsen Jr. Debtor's Counsel: William R. Richardson, Esq. RICHARDSON & RICHARDSON, P.C. 1745 S. ALMA SCHOOL RD., #100 Mesa, AZ 85210-3010 Tel: 480-464-0600 Fax: 480-464-0602 Email: wrichlaw@aol.com Total Assets: $1.07 million Total Liabilities: $2.01 million The petition was signed by Randolph H. Tenney, managing member. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb13-17326.pdf DELTA PETROLEUM: Execs Shake Securities Fraud Class Action ---------------------------------------------------------- Law360 reported that Delta Petroleum Corp. dodged on Sept. 30 a proposed shareholder class action that accused the now bankrupt oil and gas company's top executives of defrauding investors by misrepresenting Delta's financial position so as to artificially inflate stock prices. According to the report, U.S. District Judge Christine Arguello dismissed the case, saying the suit failed to specifically identify how statements made by the executives were false or could have misled a reasonable investor, according to the order. The case is Darwin v. Taylor et al., Case No. 1:12-cv-01038 (D. Colo.) before Judge Christine M. Arguello. About Delta Petroleum Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil and gas company engaged primarily in the exploration for, and the acquisition, development, production, and sale of, natural gas and crude oil. Natural gas comprises over 90% of Delta's production services. The core area of its operations is the Rocky Mountain Region of the United States, where the majority of the proved reserves, production and long-term growth prospects are located. Delta and seven of its subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013, inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31, 2012 scheduled maturity of its $38.5 million secured credit facility with Macquarie Bank Limited and after several months of unsuccessful attempts to sell the business. Delta disclosed $375,498,248 in assets and $310,679,157 in liabilities, which also include $152,187,500 in outstanding obligations on account of the 7% senior unsecured notes issued in March 2005 with US Bank National Association indenture trustee; and $115,527,083 in outstanding obligations on account of 3-3/4% Senior Convertible Notes due 2037 issued in April 2007. In its amended schedules, the Delta Petroleum disclosed $373,836,358 in assets and $312,864,788 in liabilities. W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A. Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard & Reed LLP, in New York, N.Y., represent the Debtors as counsel. Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del., represent the Debtors as co-counsel. Conway Mackenzie is the Debtors' restructuring advisor. Evercore Group L.L.C. is the financial advisor and investment banker. The Debtors selected Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The petition was signed by Carl E. Lakey, chief executive officer and president. Delta Petroleum won confirmation of its reorganization plan at a hearing on Aug. 15. Laramie Energy II LLC is the plan sponsor. Delta Petroleum emerged from bankruptcy as Par Petroleum Corporation. At closing, Laramie and Par Petroleum contributed their respective assets in Mesa and Garfield counties, Colorado, to form a new joint venture called Piceance Energy, LLC. Laramie and Par Petroleum hold 66.66% and 33.34% ownership interests in Piceance Energy, respectively. The Company reported a net loss of $470.04 in 2011, a net loss of $194.01 million in 2010, and a net loss of $349.68 million in 2009. DESIGNLINE CORPORATION: Panel Taps CBIZ MHM as Financial Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of DesignLine Corporation and Designline USA, LLC, sought and obtained permission from the U.S. Bankruptcy Court for the Western District of North Carolina to retain CBIZ MHM, LLC as their financial advisor, nunc pro tunc to Aug. 27, 2013. The Committee seeks to retain CBIZ MHM to provide financial advisory services including, but not limited to: (a) reviewing and analyzing the businesses, management, operations, properties, financial condition and prospects of the Debtors; (b) reviewing and analyzing historical financial performance, and transactions between and among the Debtors, their creditors, affiliates and other entities; (c) reviewing the assumptions underlying the business plans and cash flow projections for the assets involved in any potential asset sale or plan of reorganization; (d) determining the reasonableness of the projected performance of the Debtors, both historically and future; (e) monitoring, evaluating and reporting to the Committee with respect to the Debtors' near-term liquidity needs, material operational changes and related financial and operational issues, if any; (f) reviewing and analyzing all material contracts and agreements; (g) assisting and procuring and assembling any necessary validations of asset values; (h) providing ongoing assistance to the Committee and the Committee's legal counsel; (i) evaluating the Debtor's capital structure and making recommendations to the Committee with respect to the Debtors' efforts to reorganize their business operations and confirm a restructuring or liquidating plan; (j) assisting the Committee in preparing documentation required in connection with creating, supporting or opposing a plan and participating in negotiations on behalf of the Committee with the Debtors or any groups affected by a plan; (k) assisting the Committee in marketing the Debtors' assets with the intent of maximizing the value received for any assets from any sale; (l) providing ongoing analysis of the Debtors' financial condition, business plans, capital spending budgets, operating forecasts, management and the prospects for their future performance; and (m) other tasks as the Committee or its counsel may reasonably request in the course of exercise of the Committee's duties in these cases. CBIZ MHM will be paid at these hourly rates: Brian K. Ryniker $575 Gary Rosen $595 Gerard D'Amato $265 Other CBIZ MHM professionals may be involved in these cases as needed. Hourly rates for these professionals range from $100 to $695 per hour. CBIZ MHM will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian K. Ryniker, managing director of CBIZ MHM, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. CBIZ MHM can be reached at: Brian Ryniker, CPA, CFF, CIRA CBIZ MHM, LLC 1065 Avenue of the Americas New York, NY 10018 Tel: (212) 790-5899 E-mail: bryniker@cbiz.com About DesignLine DesignLine Corporation is a manufacturer of coach, electric and range-extended electric (hybrid) buses founded in Ashburton, New Zealand in 1985. It was acquired by American interests in 2006, and DesignLine Corporations' headquarters was relocated to Charlotte, North Carolina. DesignLine Corporation is no longer affiliated with the DesignLine operations in New Zealand, which was placed in liquidation in 2011. DesignLine Corporation and DesignLine USA LLC originally sought Chapter 11 protection with the U.S. Bankruptcy Court for the District of Delaware (Lead Case Nos. 13-12089 and 13-12090), on Aug. 15, 2013. Katie Goodman signed the petitions as chief restructuring officer. The Debtors estimated assets and debts of at least $10 million. On Sept. 5, 2013, the case was transferred to the U.S. Bankruptcy Court for the Western District of North Carolina (Case Nos. 13-31943 and 13-31944). Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors' bankruptcy counsel. The Debtors' financial advisor is GGG Partners LLC. A five-member unsecured creditors panel has been appointed in the Debtors' cases. Moon Wright & Houston PLLC and Benesch, Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee. DESIGNLINE CORPORATION: Hires GGG Partner's Katie Goodman as CRO ---------------------------------------------------------------- Designline Corporation and Designline USA, LLC, ask permission from the U.S. Bankruptcy Court for the Western District of North Carolina to employ GGG Partners, LLC, to provide Katie Goodman as the Debtors' chief restructuring officer, nunc pro tunc to Aug. 15, 2013. In addition to the chief restructuring officer, GGG Partners will provide additional employees as necessary to assist Ms. Goodman in the execution of her duties. Working collaboratively with the Debtors' Board of Directors, as well as the Debtors' other professionals, Ms. Goodman and the Additional Personnel will assist the Debtors in evaluating and implementing strategic and tactical options throughout the Chapter 11 process. Among other things, Ms. Goodman and the Additional Personnel's services to the Debtors will include: (a) putting together materials and communicating with potential purchasers; (b) communicating with purchasers and other stakeholders regarding any proposals; (c) working with the Debtors, any committee appointed under 11 U.S.C. Section 1102(A) and other parties in interest as appropriate to evaluate options; (d) overseeing the necessary reporting requirements under the Bankruptcy Code and any orders of the Court; (e) interacting with the DIP lender, any Committee and other parties in interest as appropriate, concerning the business of the Debtors; (f) overseeing the collection and disbursement of funds; and (g) approving disbursements of the Debtors. GGG Partners will be paid at these hourly rates: Managing Partner $350 Partner $325 GGG Partners will also be reimbursed for reasonable out-of-pocket expenses incurred. GGG Partners received $35,000 in connection with preparing for and conducting the filing of these chapter 11 cases. GGG Partners received a payment of $25,000 on July 30, 2013 and a payment of $10,000 on August 7, 2013 for services performed for the Debtors from July 30, 2013 through the petition date. Previously, GGG Partners received a payment of $25,000 on February 28, 2013 for services performed for the Debtors. GGG Partners has applied these funds to amounts due for services rendered and expenses incurred prior to the petition date and has no unapplied residual retainer. Katie Goodman, managing partner of GGG Partners, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. GGG Partners can be reached at: Katie Goodman GGG PARTNERS, LLC 5883 Glenridge Drive NE, Suite #160 Atlanta, GA 30328 Tel: (404) 293-0137 E-mail: kgoodman@gggmgt.com About DesignLine DesignLine Corporation is a manufacturer of coach, electric and range-extended electric (hybrid) buses founded in Ashburton, New Zealand in 1985. It was acquired by American interests in 2006, and DesignLine Corporations' headquarters was relocated to Charlotte, North Carolina. DesignLine Corporation is no longer affiliated with the DesignLine operations in New Zealand, which was placed in liquidation in 2011. DesignLine Corporation and DesignLine USA LLC originally sought Chapter 11 protection with the U.S. Bankruptcy Court for the District of Delaware (Lead Case Nos. 13-12089 and 13-12090), on Aug. 15, 2013. Katie Goodman signed the petitions as chief restructuring officer. The Debtors estimated assets and debts of at least $10 million. On Sept. 5, 2013, the case was transferred to the U.S. Bankruptcy Court for the Western District of North Carolina (Case Nos. 13-31943 and 13-31944). Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors' bankruptcy counsel. The Debtors' financial advisor is GGG Partners LLC. A five-member unsecured creditors panel has been appointed in the Debtors' cases. Moon Wright & Houston PLLC and Benesch, Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee. DETROIT, MI: Judge Lets Union Seek 13th Pension Check Ruling ------------------------------------------------------------ Steven Church, writing for Bloomberg News, reported that a Detroit municipal-workers' union can ask a Michigan employment judge to put in writing his opinion that the city violated labor laws when it unilaterally barred retirees from getting an extra pension check, a bankruptcy judge said. According to the report, U.S. Bankruptcy Judge Steven Rhodes on Oct. 3 agreed with the union that an administrative law judge should be free to issue an opinion about the so-called 13th-check policy, which the city said cost it $1.92 billion from 1985 to 2008. Doyle O'Connor, the administrative law judge for the state employment commission, is retiring at the end of the week and the union wants him to be able to put on paper an oral finding he made earlier this year, the report related. Rhodes made it clear that he wasn't allowing the union, the employment commission or O'Connor to consider renewing the 13th- check policy, the report said. Limiting what O'Connor and the union can do related to the policy will prevent "any prejudice to the city," Rhodes said during a hearing in Detroit, the report further related. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DETROIT, MI: Retirees May Pursue Ruling Over Extra Checks --------------------------------------------------------- Law360 reported that Detroit retirees received the go-ahead from a bankruptcy judge on Oct. 2 to seek a written order from a judge who had said the city violated labor laws when it discontinued the practice of awarding extra checks to retirees in certain years. According to the report, despite protests from Detroit's leaders, U.S. Bankruptcy Judge Steven W. Rhodes ruled that the automatic stay protecting the deeply indebted city from efforts to collect amounts it owes may be temporarily waived to allow Administrative Law Judge Doyle O'Connor to put his February oral ruling. 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: Defaults on More than $600MM of "Unsecured" GO Bonds ----------------------------------------------------------------- Reuters reported that Detroit on Oct. 1 defaulted on more than $600 million of general obligation bonds deemed unsecured by the city's emergency manager, a city spokesman said. According to the report, the move marked the second bond default by cash-strapped Detroit after Kevyn Orr, the former corporate bankruptcy attorney who has been running the city since March, announced on June 14 a moratorium on unsecured debt payments. Bill Nowling, Orr's spokesman, confirmed the city did not make debt service payments due on Oct. 1 on the unsecured GO bonds, including $411 million of voter-approved unlimited tax debt, the report related. However, payments were made on about $349 million of GO bonds deemed secured debt by the city, he added. "Unsecured debts will be satisfied in the course of a plan of adjustment or by mutual agreement of the parties, and approval of the judge," Nowling said, referring to Detroit's bankruptcy filing, the report cited. With the city sinking under more than $18 billion of debt and other obligations, Orr on July 18 filed what would be the biggest Chapter 9 municipal bankruptcy in U.S. history, the report recalled. Orr has said that about $11.9 billion of that debt was unsecured, lumping GO bond creditors in with the city's public pension funds and retiree health care. 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: Signs Deal to Lease Belle Isle to State ---------------------------------------------------- Joseph Lichterman, writing for Reuters, reported that the state of Michigan signed an agreement on Oct. 1 with Detroit to lease Belle Isle park, saving the city at least $4 million in annual maintenance and operation costs for the recreational landmark. According to the report, leasing the park in the Detroit River has been a priority for Detroit Emergency Manager Kevyn Orr since he was appointed in March. The Detroit City Council failed to approve a similar plan in January before a deadline set by Republican Governor Rick Snyder. Under Michigan's emergency manager law the city council has 10 days to approve the 30-year lease with two 15-year renewals, the report related. If the council rejects the lease it would have seven days to propose an alternative plan to save the city the same amount or more, the report said. A state emergency loan board would then need to approve one of the proposals. The state said it plans to spend up to $20 million to improve the park during the first 18-36 months of state management, the report added. Belle Isle was established as a city park in 1881, the report noted. Detroit filed the largest municipal bankruptcy in U.S. history in July, and is struggling to overcome more than $18 billion in debt and other liabilities. 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. DEVER ELEMENTARY: Meetings Planned on Schools Facing Takeover ------------------------------------------------------------- James Vaznis at BOSTON.COM reports that the state commissioner of elementary and secondary education will hold roundtable discussions with two Boston schools facing the prospect of a state takeover. The roundtable discussion at the Dever Elementary School in Dorchester will take place at the school at 6:00 p.m. on Oct. 2. A similar discussion will be held the following night at 6:30 p.m. at the Holland Elementary School in Dorchester. JC Considine, a state education department spokesman, said Commissioner Mitchell Chester could make a decision on receivership within days after the discussions, according to boston.com. BOSTON.COM discloses that the two Boston schools are among four statewide that could be taken over by the state because of chronically low MCAS scores that have shown little, if any, signs of improvement. DIGITAL DOMAIN: Disney Loses Appeal for Broad License ----------------------------------------------------- Law360 reported that a Delaware federal judge on Oct. 1 denied a Walt Disney Co. appeal that claimed the movie giant has a broad license on 3-D film patents acquired and later sold by bankrupt effects shop Digital Domain Media Group Inc., confirming that Disney's rights to the technology are limited. According to the report, U.S. District Judge Sue L. Robinson rejected Disney's assertions that an agreement with original patent owner In-Three Inc. gave the studio broad license to use the technology going forward, and affirmed DDMG's sale of the acquired intellectual property to RealD Inc. 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. DOGWOOD PROPERTIES: Court Approves Disclosure Statement ------------------------------------------------------- Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western District of Tennessee approved the second amended disclosure statement explaining Dogwood Properties, G.P.'s Amended Chapter 11 Plan and scheduled a pretrial conference on confirmation of the Plan for Dec. 4, 2013, at 10:00 a.m. Nov. 23 is the last day for filing written objections to the Plan and for filing written acceptances of rejections of the Plan. The deadline for Independent Bank; RREF RB Acquisitions, LLC; Merchants & Farmers Bank; Renasant Bank; and Orion Federal Credit Union to file elections by Section 1111(b) of the Bankruptcy Code is extended through Oct. 23. According to the Second Amended Disclosure Statement, the Plan provides that the Debtor continue operating under existing management. The Plan provides that claims will be paid from future operations and the collection of rents. The Plan provides for the payment of claims. Certain Secured Creditors have indicated that they may make an election to be treated as fully secured pursuant to Section 1111(b)(2) of the Bankruptcy Code. The Plan provides for two alternative treatments for these classes, one that assumes that the election is not made and one assuming the election is made. The Tennessee Department of Revenue filed a priority claim relating to Dogwood Properties, LLC, and the Debtor is reviewing the claim to determine if it is disputed. The Debtor is currently not aware of any other material claims which it disputes or intends to dispute. Brad Rainey, individually, will remain the president of the Debtor. The Debtor's property will be managed by Reed & Associates and members of the Debtor's staff. A copy of the Second Amended Disclosure Statement is available for free at http://bankrupt.com/misc/DOGWOOD_PROPERTIES_2ds.pdf About Dogwood Dogwood Properties, G.P., owns and operates 110 single-family rental homes, all located in Shelby and DeSoto counties in Tennessee. The total value of its real estate holdings is estimated to be $9,985,000. Dogwood has nine secured lenders who are owed a total of approximately $14,486,000. Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21712) on Feb. 16, 2013. Judge Jennie D. Latta presides over the case. Russell W. Savory, Esq. at Gotten, Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel. EAST END: Court Confirms Plan, Amalgamated Wins Auction ------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York on Sept. 27, 2013, confirmed East End Development, LLC's Third Amended Chapter 11 Plan of Reorganization as modified. Judge Grossman also approved the results of the auction sale where Amalgamated Bank is the successful bidder. As previously reported by The Troubled Company Reporter, the Plan proposes a 84% to 100% recovery for the Amalgamated Secured Claim; 100% recovery for Allowed Mechanic's Liens; 100% recovery for Allowed Priority Claims; 5% to 100% recovery for general unsecured claims; and 0% recovery for Equity Interests. A copy of Third Amended Plan Modified at July 3, 2014, is available for free at: http://bankrupt.com/misc/EASTEND_ModPlanJul3.PDF About East End Development East End Development, LLC, the owner of a 90% completed condominium in Sag Harbor, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on Oct. 12, 2012. Tracy L. Klestadt, Esq., at Klestadt & Winters LLP, in New York, N.Y., represents the Debtor in its restructuring efforts. Edifice Real Estate Partners, LLC serves as its construction consultant. The Debtor disclosed $27,300,207 in assets and $35,344,416 in liabilities in its schedules. John E. Westerman, Esq., and Mike M. Hennessey, Esq., at Westerman Ball Ederer Miller & Sharfstein, LLP, in Uniondale, N.Y., represents lender Amalgamated Bank as counsel. EASTMAN KODAK: Blackstone Holdings Owns 21.3% of Common Stock ------------------------------------------------------------- Eastman Kodak Company filed with the U.S. Securities and Exchange Commission on Oct. 3, 2013, Amendment No. 1 to its Form 13-D, originally filed Sept. 13, 2013, to report that as of Sept. 30, 2013, Blackstone Holdings I L.P. owns a beneficial ownership of 21.3% of the Company's Common Stock, par value $0.01 per share. On Aug. 23, 2013, the Bankruptcy Court entered an order confirming the revised First Amended Joint Chapter 11 Plan of Reorganization of Eastman Kodak Company and its Debtor Affiliates. On Sept. 3, 2013, the Plan became effective pursuant to its terms and the Debtors emerged from their Chapter 11 cases. According to the Schedule 13D/A, pursuant to the Plan, Eastman Kodak Company issued to former unsecured creditors on account of their allowed unsecured claims against the Debtors outstanding immediately prior to the effectiveness of the Plan, on Sept. 30, 2013, an aggregate of an additional 3,240,968 shares of Common Stock and, on Oct. 1, 2013, mandatorily net-share settled warrants to purchase an aggregate of (i) 1,126,170 shares of Common Stock at an exercise price of $14.93 per share and (ii) 1,126,170 shares of Common Stock at an exercise price of $16.12 per share. The warrants are subject to certain anti-dilution adjustments and other applicable terms of the warrant agreement, dated as of Sept. 3, 2013 (the "warrant agreement"), between the Issuer and ComputerShare Trust Company, N.A. and ComputerShare Inc., as warrant agent. The warrants are exercisable at any time from and after Sept. 3, 2013, and all unexercised warrants will expire, and the rights of holders of such warrants to purchase Common Stock will terminate, at the close of business on Sept. 3, 2018. A copy of the Schedule 13D/A, filed Oct. 3, 2013, is available at: http://is.gd/LkkSd6 A copy of the Schedule 13D, filed Sept. 13, 2013, is available at http://is.gd/SNifmD 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 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. U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August 20, 2013. Kodak and its affiliated debtors officially emerged from bankruptcy protection on Sept. 3, 2013. Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel, Jason New and Derek Smith became members of Kodak's new board of directors as of Sept. 3, 2013. Existing directors James V. Continenza, William G. Parrett and Antonio M. Perez will continue their service as members of the new board. ECOMETALS LIMITED: BSC Issues Cease Trade Order After Filing Delay ----------------------------------------------------------------- Ecometals Limited on Oct. 3 advised that a Cease Trade Order has been issued by the British Columbia Securities Commission against the Company for failing to file its audited financial statements for the year ended March 31, 2013 and its interim financial statements for the three months ended June 30, 2013, as well as the related Management's Discussion and Analysis and Chief Executive Officer and Chief Financial Officer certifications for such periods. It is anticipated that a similar order will be issued by the Alberta Securities Commission as the Company is a reporting issuer in Alberta. All trading in the securities of the Company, which includes trading in the Company's common shares through the facilities of the TSX Venture Exchange where such shares are listed, will cease until the Company files, among other things, the Required Filings and the CTO is revoked. On July 26, 2013, the Company announced that, for the reasons disclosed in the Default Notice, there would be a delay in the filing of its audited financial statements for the year ended March 31, 2013, as well as the related Management's Discussion and Analysis and Chief Executive Officer and Chief Financial Officer certifications for such period beyond the 120 day period prescribed for the filing of such documents. As a result of this delay in filing such financial information, on July 29, 2013, the BCSC, the principal regulator of the Company, issued a management cease trade order, which imposed restrictions on all trading in securities of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company and all the directors of the Company until the Company files such financial information and the BCSC revokes the MCTO. The Company confirms that it is continuing to work with its auditors to complete the audit as soon as possible. While the Company's local auditors have substantially advanced their audit in Ecuador, in Brazil such audit has been delayed by, among other things, an ongoing bank strike which prevents the Company from obtaining for audit purposes required confirmations of bank balances, indebtedness and other related information. The Company currently anticipates filing the Required Filings by the end of October 2013. The Company will update the anticipated date for completion as the work progresses. Despite this CTO, a beneficial shareholder of the Company who is not, and was not at the date of the CTO (October 2, 2013), an insider or control person of the Company, may sell securities of the Company acquired before October 2, 2013 if: 1. the sale is made through a market outside Canada, and 2. the sale is made through an investment dealer registered in British Columbia. About Ecometals Ecometals Limited is a Canadian-listed mineral exploration and development company focused on mineral resources in Latin America. Apart from its interests in manganese, Ecometals also has gold exploration activities in Ecuador. EXCEL MARITIME: Panel Hires Eckert Seamans as Conflicts Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Excel Maritime Carriers Ltd. and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP as conflicts counsel, nunc pro tunc to Aug. 29, 2013. The Committee requires Robbins Russell to: (a) assist the Committee in these chapter 11 cases in all matters where the Committee is adverse to one or more of the Conflicted Parties; and (b) perform other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. Robbins Russell will be paid at these hourly rates: Lawrence S. Robbins, Partner $875 Michael L. Waldman, Partner $800 Mark A. Hiller, Associate $510 Erin C. Blondel, Associate $450 Partners $610-$875 Associates $380-$590 Paraprofessionals $175-$275 Robbins Russell will also be reimbursed for reasonable out-of- pocket expenses incurred. Lawrence S. Robbins, Esq., partner of Robbins Russell, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Robbins Russell can be reached at: Lawrence S. Robbins, Esq. ROBBINS, RUSSELL, ENGLERT, ORSECK, UNTEREINER & SAUBER LLP 1801 K Street, N.W., Suite 411L Washington, D.C. 20006 Tel: (202) 775-4501 Fax: (202) 775-4510 E-mail: lrobbins@robbinsrussell.com 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. 13-23060) 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. The Creditors' Committee is represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq., and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas. EXCEL MARITIME: Committee Taps Garden City as Information Agent --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Excel Maritime Carriers Ltd., et al., asks the U.S. Bankruptcy Court for the Southern District of New York for entry of an order (i) clarifying the requirement to provide access to information under Sections 1102(b)(3)(a) of the Bankruptcy Court; and (ii) authorizing the retention of The Garden City Group, Inc. as information agent in connection therewith nunc pro tunc to July 22, 2013. An Oct. 16, at 10 a.m., has been set to consider the Committee's motion. Objections, if any, are due Oct. 14, at 4 p.m. (Eastern Time) GCG will, among other things, assist the Committee in complying with the Information Protocol, and assist the committees in fulfilling their statutory obligations to a debtor's unsecured creditor body pursuant to Bankruptcy Code section 1102. 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. The Debtor disclosed $35,642,525 in assets and $1,034,314,519 in liabilities as of the Chapter 11 filing. 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. The Creditors' Committee is represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq., and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas. Jefferies LLC serves as the Committee's investment banker. The Debtors' Chapter 11 plan filed on July 15 to provides to implement a reorganization worked out before a July 1 bankruptcy filing. The plan will give ownership to secured lenders owed $771 million, although the lenders will allow current owner Gabriel Panayotides to keep control, at least initially. Unsecured creditors with claims totaling $163 million will receive a $5 million, eight percent note for a predicted recovery of 3 percent. Holders of $150 million in unsecured convertible notes make up the bulk of the unsecured-claim pool. EXIDE TECHNOLOGIES: Nov. 14 Hearing on Equity Panel Appointment --------------------------------------------------------------- Alfred M. Shams will present on Nov. 14, 2013, at the U.S. Bankruptcy Court for the District of Delaware a motion regarding the appointment of equity committee in the Chapter 11 case of Exide Technologies. Objections, if any, are due Nov. 7, at 4 p.m. Parties are required by Nov. 12 to exchange copies of any exhibits they will use at the Nov. 14 hearing. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. EXIDE TECHNOLOGIES: Hires PricewaterhouseCoopers as Tax Advisor --------------------------------------------------------------- Exide Technologies Inc. seeks authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to employ PricewaterhouseCoopers LLP as tax advisor to the Debtor, nunc pro tunc to Aug. 30, 2013. The Debtor requires PwC to: (a) advise in identifying the potential state and local income and franchise tax consequences associated with proposed financial restructuring alternatives currently or prospectively evaluated by Exide Technologies, which are anticipated to be reported in future state income and franchise tax returns and reflected in potential future state income and franchise tax payments; (b) advise with its determination of the potential amount of cancellation of indebtedness income for state income tax purposes, and determination of the effect of state tax attribute reduction in accordance with applicable state income tax laws in connection with or following the consummation of any proposed financial restructuring transaction alternative, giving consideration to various elections that may be available to Exide and any related statements or disclosures; (c) advise with its evaluation and inventory of state income tax attributes under applicable state income tax laws including the identification of existing or new limitations imposed on the utilization of such state tax attributes; (d) advise with its evaluation of the state income tax treatment of its intercompany obligations and the potential cancellation or settlement of obligations prior to, in connection with or following the consummation of any proposed financial restructuring transaction; (e) advise with its determination of the U.S. federal and state income tax treatment of transaction related costs and other costs incurred in connection with the proposed financial restructuring transaction in order to properly report the treatment of such items on the U.S. federal and state income tax returns; (f) advise with its evaluation of current accounting methods and potential changes in accounting methods which may impact the amount of future cash taxes following consummation of the proposed financial restructuring transaction; (g) advise in its projection of future U.S. federal and state income and franchise taxes following the proposed financial restructuring transaction, incorporating the effects from U.S. federal and state income tax attribute reduction and potential changes in accounting methods in the determination of projected taxable income following the proposed financial restructuring; (h) advise with its evaluation of the impacts to its ASC 740 reporting of the effects of the proposed financial restructuring, which may include, a re-evaluation of the deferred tax assets and liabilities existing as of emergence, evaluating the realizability of the adjusted deferred tax assets, assistance with interim tax provision considerations, unremitted earnings considerations, general effective tax rate considerations and assessing other assertions historically reported by the Debtor as part of its financial statement disclosures; (i) provide with assistance in the form of general U.S. federal and state and local consultations, on an as requested basis, related to ordinary and ongoing annual tax matters not related to the proposed financial restructuring such as, but not limited to, annual U.S. federal and state and local tax return compliance matters, general consultations regarding tax treatment of income and deduction items and general ASC 740 tax accounting matters; and (j) document, as appropriate, the tax analysis, opinions, recommendations, conclusions, and correspondence for the tax issues or other tax matters described above. PwC will be paid at these hourly rates: Partner-National $765 Partner $680 Director $495 Manager $395 Senior Associate $290 Associate $205 PwC will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen J. Burke, partner of PwC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the hiring on Oct. 16, 2013, at 1:00 p.m. Objections, if any, are due Oct. 9, 2013, at 4:00 p.m. PwC can be reached at: Mr. Stephen J. Burke, CPA PricewaterhouseCoopers LLP 10 Tenth Street Atlanta, GA 30309 Tel: (678) 419-7160 About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. FLATBUSH SQUARE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Flatbush Square, Inc. 410 West 22nd Street, Apt. 1F New York, NY 10011 Case No.: 13-46023 Chapter 11 Petition Date: October 3, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: David Carlebach, Esq. 40 Exchange Place, Suite 1306 New York, NY 10005 Tel: (347) 329-1241 Fax: (646) 355-1916 Email: david@carlebachlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yahuda Nelkenbaum, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. List of affiliates with pending bankruptcy cases: Debtor Case No. Petition Date ------ -------- ------------- East Fourteen Gardens 09-47792 Sept. 9, 2009 Eastern New York Double Inc. 13-44343 July 13, 2013 Eastern New York Spot, Inc. 12-48530 Dec. 18, 2013 Eastern FLETCHER INT'L: Trustee Says Fund Money Used for Dakota Bias Suit ----------------------------------------------------------------- Law360 reported that the trustee in the Fletcher International Ltd. bankruptcy case on Oct. 1 accused Alphonse "Buddy" Fletcher Jr. of funneling $975,000 from the hedge fund to pay personal legal bills to Kasowitz Benson Torres & Friedman LLP related to a lawsuit against the Dakota apartment building, and wants the firm to return the money. According to the report, Richard J. Davis filed the avoidance action in the U.S. Bankruptcy Court for the Southern District of New York, claiming that hedge fund Fletcher International retained Kasowtiz Benson in 2011. About Fletcher International Fletcher International, Ltd., filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan. The Bermuda exempted company estimated assets and debts of $10 million to $50 million. The bankruptcy documents were signed by its president and director, Floyd Saunders. David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in New York, serves as counsel and Appleby (Bermuda) Limited serves as special Bermuda counsel. The Debtor disclosed $52,163,709 in assets and $22,997,848 in liabilities as of the Chapter 11 filing. Fletcher International Ltd. is managed by the investment firm of Alphonse "Buddy" Fletcher Jr. Fletcher Asset Management was founded in 1991. During its initial four years, FAM operated as a broker dealer trading various debt and equity securities and making long-term equity investments. Then, in 1995, FAM began creating and managing a family of private investment funds. The Debtor is a master fund in the Fletcher Fund structure. As a master fund, it engages in proprietary trading of various financial instruments, including complex, long-term, illiquid investments. The Debtor is directly owned by Fletcher Income Arbitrage Fund and Fletcher International Inc., which own roughly 83% and 17% of the Debtor's common shares, respectively. Arbitrage's direct parent entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged Fund, both of which are incorporated in the Cayman Islands and are subject to liquidation proceedings in that jurisdiction, and which own roughly 76% and 22% of Arbitrage's common stock, respectively. The Debtor currently has a single subsidiary, The Aesop Fund Ltd. After filing for Chapter 11 protection, Fletcher immediately started a lawsuit in bankruptcy court to stop the involuntary bankruptcy in Bermuda. Judge Gerber at least temporarily halted liquidators appointed in the Cayman Islands from moving ahead with proceedings in Bermuda. The lawsuit to halt the Bermuda liquidation is Fletcher International Ltd. v. Fletcher Income Arbitrage Fund, 12-01740, in the same court. Richard J. Davis, Chapter 11 trustee appointed in the case, has hired Michael Luskin, Esq. at Luskin, Stern & Eisler LLP as his counsel. FLINTKOTE CO: Keeps Asbestos Coverage Disputes in Arbitration ------------------------------------------------------------- Law360 reported that bankrupt construction products purveyor Flintkote Co. on Sept. 30 succeeded in pushing Aviva PLC and a British subsidiary into arbitration over more than $20 million in disputed asbestos liability coverage, with a Delaware judge binding Aviva to an arbitration agreement it never signed. According to the report, U.S. District Judge Leonard P. Stark determined that since Aviva had exploited a global mediation between Flintkote and other insurers for its own benefit, it was estopped from invoking a 1989 pact with the company. The case is Flintkote Company v. Indemnity Marine Assurance Company Ltd., Case No. 1:13-cv-00935 (D.Del.). About The Flintkote Company Headquartered in San Francisco, California, The Flintkote Company is engaged in the business of manufacturing, processing and distributing building materials. Flintkote Mines Limited is a subsidiary of Flintkote Company and is engaged in the mining of base-precious metals. The Flintkote Company filed for Chapter 11 protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004. Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D. Del. Case No. 04-12440) on Aug. 25, 2004. Kevin T. Lantry, Esq., Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E. Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin, LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Debtors in their restructuring efforts. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E. Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del., represent the Asbestos Claimants Committee as counsel. When Flintkote Company filed for protection from its creditors, it estimated more than $100 million each in assets and debts. When Flintkote Mines Limited filed for protection from its creditors, it estimated assets of $1 million to $50 million, and debts of more than $100 million. The Debtors' Chapter 11 cases have been re-assigned to Judge Mary F. Walrath in line with the retirement of former Bankruptcy Judge Judith Fitzgerald. FLORIDA GAMING: Next 3 Weeks Will Shape Miami Casino Bankruptcy --------------------------------------------------------------- Law360 reported that the bankruptcy of Casino Miami Jai-Alai's owner entered a critical period following a hearing on Oct. 2 in Florida bankruptcy court, as negotiations over the next three weeks will likely set the course for debtor Florida Gaming Centers Inc. According to the report, U.S. Bankruptcy Judge Robert A. Mark denied the FGC's motion to reject a $129 million stock purchase agreement with casino operator Silvermark LLC, but the ruling came down without prejudice. 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 disclosed 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. FOREVERGREEN WORLDWIDE: Jack Eldridge Appointed CFO --------------------------------------------------- The board of directors of ForeverGreen Worldwide Corporation appointed Jack B. Eldridge Jr. as chief financial officer of the Company. Mr. Eldridge is 49 years old and is a licensed Certified Public Accountant. He has over 10 years of international experience with several large companies where he conducted accounting and reporting activities in foreign countries for the international companies. He also guided these companies as they prepared to enter new foreign markets. From March 2011 to the September 2013 Mr. Eldridge was employed as the International Controller of Max International, LLC, a company that sells nutritional supplements and had $40 million in annual revenues. From October 2000 to February 2011 he was employed as the Director of Finance - International Controller of Neways Services, Inc., a division of Neways International, a networking company offering advanced nutritional, personal care, and household products. He earned a Bachelor of Science in Accounting and a Master of Business Administration, both at Brigham Young University located in Utah. Prior to his appointment, Mr. Eldridge has not had any related party transactions with the Company or its affiliates. He has no family relationship with any current executive officer or director of the Company. The Company has not entered into any written compensation agreement with Mr. Eldridge as of the date of this report, but the Company anticipates entering such an agreement in the near future. About ForeverGreen Worldwide Orem, Utah-based ForeverGreen Worldwide Corporation is a holding company that operates through its wholly owned subsidiary, ForeverGreen International, LLC. The Company's product philosophy is to develop, manufacture and market the best of science and nature through innovative formulations as it produces and manufactures a wide array of whole foods, nutritional supplements, personal care products and essential oils. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered accumulated net losses of $35,458,353 and has had negative cash flows from operating activities during the year ended Dec. 31, 2012, of $8,860. These matters raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at June 30, 2013, showed $1.47 million in total assets, $6.11 million in total liabilities, and a $4.64 million total stockholders' deficit. FREDERICK'S OF HOLLYWOOD: Receives "Going Private" Proposal ----------------------------------------------------------- Frederick's of Hollywood Group Inc.'s Board of Directors received a non-binding proposal letter from HGI Funding LLC, TTG Apparel, LLC, Tokarz Investments, LLC, Fursa Alternative Strategies LLC, and Arsenal Group LLC, pursuant to which the Consortium Members proposed to acquire all of the outstanding shares of common stock of the Company not currently owned by them at a proposed price of $0.23 per share as part of a going private transaction, subject to certain conditions. The proposal represents a 26 percent premium to the then trailing ten day average closing price of the Company's common stock. HGI Funding is an affiliate of Five Island Asset Management, LLC, and the current holder of the Company's Series B Convertible Preferred Stock; TTG Apparel is the holder of the Company's Series A Convertible Preferred Stock, and together with Tokarz Investments, own approximately 25.9 percent of the outstanding shares of the Company's common stock; and Fursa and Arsenal are controlled by William F. Harley, a director of the Company, and own, in the aggregate, approximately 43.5 percent of the outstanding shares of the Company's common stock as of Sept. 26, 2013. The Company's Board of Directors has appointed Milton Walters, its sole independent director, to serve as the lead director in connection with the full Board's review and consideration of the proposed transaction and the lead director must approve any proposed transaction. The Board of Directors cautions the Company's shareholders and others considering trading in its securities that the Board of Directors has just received the non-binding proposal from the Consortium Members and that no decisions have been made by the Board of Directors with respect to the Company's response to the proposal or the fairness of its terms. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. About Frederick's of Hollywood Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) -- http://www.fredericks.com/-- through its subsidiaries, sells women's intimate apparel, swimwear and related products under its proprietary Frederick's of Hollywood brand through 122 specialty retail stores, a world-famous catalog and an online shop. Frederick's of Hollywood sought bankruptcy in July 10, 2000. On Dec. 18, 2002, the court approved the company's plan of reorganization, which became effective on Jan. 7, 2003, with the closing of the Wells Fargo Retail Finance exit financing facility. The Company incurred a net loss of $6.43 million on $111.40 million of net sales for the year ended July 28, 2012, compared with a net loss of $12.05 million on $119.61 million of net sales for the year ended July 30, 2011. The Company's balance sheet at July 28, 2012, showed $41.47 million in total assets, $42.25 million in total liabilities and a $783,000 total shareholders' deficiency. FREESEAS INC: Inks Exchange Agreement with Crede ------------------------------------------------ FreeSeas Inc., on Sept. 25, 2013, entered into an Assignment and Amendment Agreement with Deutsche Bank Nederland N.V., Hanover Holdings I, LLC, Crede CG III, Ltd., and the Company's wholly- owned subsidiaries, Adventure Two S.A., Adventure Three S.A., Adventure Seven S.A. and Adventure Eleven S.A. As previously reported, the Company entered into a Debt Purchase and Settlement Agreement with Deutsche Bank, Hanover and the Company's wholly-owned subsidiaries. Hanover assigned its right under the Settlement Agreement to Crede on Sept. 25, 2013. Pursuant to the terms of the Settlement Agreement, as amended, Crede agreed to purchase $10,500,000 of outstanding indebtedness owed by the Company to Deutsche Bank. Upon payment in full of the $10,500,000 purchase price for such purchased indebtedness by Crede to Deutsche Bank in accordance with the terms and conditions of the Settlement Agreement, as amended, the remaining outstanding indebtedness of the Company and its subsidiaries to Deutsche Bank will be forgiven, and the mortgages granted to Deutsche Bank on two vessels will be discharged and the Company would own these two vessels free and clear of all such liens granted to Deutsche Bank. On Sept. 26, 2013, Crede filed a complaint against the Company in the Supreme Court of the State of New York, seeking to recover an aggregate of $10,500,000, representing all amounts due under the Settlement Agreement, as amended. On Sept. 26, 2013, Crede and the Company entered into an Exchange Agreement, in order to settle the Claim. Pursuant to the Exchange Agreement, upon court approval, the Company will initially issue and deliver to Crede 5,059,717 shares of the Company's common stock, $0.001 par value. The Settlement Shares represent approximately 9.9 percent of the total number of shares of Common Stock outstanding at the time of execution of the Exchange Agreement. A copy of the Exchange Agreement is available for free at: http://is.gd/zGrfm5 About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed US$114.35 million in total assets, $106.55 million in total liabilities and US$7.80 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. FRESH & EASY: Tesco Wants U.S. Grocery Chain Sold by Thanksgiving ----------------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that British retailer Tesco PLC's U.S. grocery chain, Fresh & Easy Neighborhood Market, is pushing for a sale by Thanksgiving, probably to Yucaipa Cos., the investing company that helped fund Great Atlantic & Pacific Tea Co.'s exit from bankruptcy. "The company loses over $5 million per week," hence, the rush to get to auction, Jones Day LLP's Lisa Laukitis said at a hearing on Oct. 2 in the U.S. Bankruptcy Court in Wilmington, Del., the report related. Yucaipa was chosen to lead the bidding on the grocery chain after a nine-month marketing process in advance of the Sept. 30 bankruptcy filing, Ms. Laukitis told Judge Kevin Carey, according to the report. The offer from Ron Burkle's investment operation was the only one that avoided a liquidation of the Tesco venture, and holds out hope that jobs will be preserved, she said. Yucaipa is an experienced investor in the sector, the report noted. It was the majority shareholder of Pathmark Stores Inc., which was later acquired by A&P. When A&P exited bankruptcy, Yucaipa was in the syndicate providing exit loans. The high-speed sale process could see the grocery chain on the auction block by Nov. 13, if the bankruptcy judge agrees to go along, the report said. Tesco is financing the bankruptcy case, as well as Yucaipa's bid, but has already sustained big losses on its venture into the U.S. market. The case is In re Fresh & Easy Neighborhood Market Inc., 13-bk- 12569, U.S. Bankruptcy Court, District of Delaware (Wilmington). FRONTIER AIRLINES: Bill Franke's Indigo to Acquire Airline ---------------------------------------------------------- Jack Nicas, writing for The Wall Street Journal, reported that the man who turned Spirit Airlines Inc. into one of the industry's stingiest but most profitable carriers agreed in principle to buy Denver-based Frontier Airlines, a transaction that likely signals the expansion of the ultralow-cost sector of the U.S. airline industry, according to a person familiar with the deal. According to the WSJ report, Indigo Partners LLC, the investment firm of Bill Franke, agreed late on Sept. 30 to purchase Frontier from Republic Airways Holdings Inc. in a deal largely based on the assumption of debt, the person said. The agreement was being reviewed by lawyers overnight and was expected to be announced early Oct. 1, the person said. The exact terms were unclear. The sale appeared in jeopardy in recent days because of slow negotiations with Frontier's pilots and flight attendants. But hours before the expiration of Indigo's period of exclusive negotiations to buy Frontier, the two sides agreed to a deal in principle that is subject to a number of conditions, including a labor agreement with the pilots, the person said, the report further related. The groups representing the attendants and pilots in those negotiations with Indigo didn't respond to requests for comment, the report said. Mr. Franke plans to turn Frontier into an ultralow-cost carrier, a more extreme version of the traditional discount airline that cuts costs and fares with tactics such as packing more seats onto planes and charging for extras that previously were free, a person familiar with his thinking has said, the report added. About Frontier Airlines Based in Denver, Colorado, Frontier Airlines -- http://www.frontierairlines.com/-- is the second-largest jet service carrier at Denver International Airport. Frontier Airlines Holdings Inc. and its affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represented the Debtors in their restructuring efforts. Togul, Segal & Segal LLP was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the Debtors' Special Counsel, and Kekst and Company was the Debtors' Communications Advisors. In June 2009, Republic Airways Holdings offered to acquire the Debtors' assets for $108 million. In July 2009, Southwest Airlines countered with a $113.6 million bid. In August 2009, Republic won the bidding, paying $109 million and assuming about $1 billion of debt and aircraft-lease obligations. In September 2009, the Bankruptcy Court confirmed the Company's Plan of Reorganization which was premised on the Republic deal. Republic closed the deal in October 2009. Frontier Airlines became a wholly owned subsidiary of Indianapolis-based Republic. FURNITURE BRANDS: KPS Beats Oaktree to Lead Auction --------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that Furniture Brands International Inc.'s board of directors has switched course, replacing Oaktree Capital Management with New York's KPS Capital Partners LP as the lead bidder at an upcoming bankruptcy auction. 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. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. Furniture Brands' balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. The company has an official creditor's committee with seven members. The creditors' panel includes the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. FURNITURE BRANDS: Sale Procedures Approved ------------------------------------------ BankruptcyData reported that the U.S. Bankruptcy Court approved Furniture Brands International's motion for the following orders: (i) approving (a) bidding procedures, (b) form and manner of notices, (c) form of asset purchase agreement (including bid protections); (ii) scheduling dates to conduct auction and hearing to consider final approval of sale (including treatment of executory contracts and unexpired leases); (iii) granting related relief and (iv)(a) approving sale of substantially all of acquired assets; (b) authorizing the assumption and assignment of executory contracts and unexpired leases and (c) granting related relief. As previously reported, "Furniture Brands International also announced that in conjunction with the filing, it is pursuing a sale process under Section 363 of the Bankruptcy Code. To this end, the Company has entered into an asset purchase agreement with affiliates of funds managed by Oaktree Capital Management. Under the agreement, Oaktree will acquire substantially all of the assets of Furniture Brands International, except the Company's Lane business, through a Court-supervised auction process, subject to Court approval and certain other conditions. This bid will serve as a starting point for a sale process, which may include other bidders. In addition, the Company is engaged in a process to evaluate sale alternatives for the Lane business and has already received several indications of interest from potential acquirers. The aggregate purchase price for the acquired assets, as defined in the asset purchase agreement, will be $166 million in the form of the credit bid and cash, plus the assumption of the assumed liabilities. In addition, if Furniture Brands International consummates (i) an alternative transaction or (ii) any Chapter 11 plan (other than a liquidating plan, except one in connection with or as a result of an alternative transaction or one in lieu thereof which accomplishes a comparable result), then the Company will pay to the stalking horse purchaser, in addition to the expense reimbursement, a break-up fee of $6 million. In addition to the bid protections, the bidding procedures require minimum overbid increments in the amount of $1 million." 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. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. Furniture Brands' balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. The company has an official creditor's committee with seven members. The creditors' panel includes the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. GELT PROPERTIES: Creditors' Panel Hires Eckert Seamans as Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Gelt Properties LLC and Gelt Financial Corporation seeks permission from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to retain Eckert Seamans Cherin & Mellott, LLC, as counsel for the Committee, nunc pro tunc to June 24, 2013. The Committee requires Eckert Seamans to provide these services: (a) advice with respect to the Committee's duties, responsibilities and powers in these cases; (b) investigation and analysis of the acts, conduct, and financial condition of the Debtors, its assets and liabilities, the operation of its business, the desirability of appointment of a trustee or an examiner, or conversion of the cases under Chapter 7, and the feasibility of a Chapter 11 plan; (c) consultations, discussions, and negotiations with the trustee or Debtors-in-possession, and other interested parties concerning the administration of the cases, and the provisions of a Chapter 11 plan; (d) investigation, analysis, and evaluation of potential claims of the estates, including claims for recovery of avoidable transfers under the Bankruptcy Code; (e) the desirability of post-petition financing arrangements presently or hereafter proposed by the Debtors; (f) the desirability of proposed sales of assets of the Debtors and distribution of any proceeds thereof; (g) representation of the Committee at any hearings or conferences with regard to administration of cases, and the preparation and filing of appropriate papers in connection therewith; (h) preparation and filing of such motions, complaints, applications, and other pleadings and papers as may be appropriate to represent the Committee herein; and (j) representation and assistance with regard to any and all other matters relating to administration of the cases, operation of the Debtors' businesses, and protection of the rights and positions of the unsecured creditors and the estates. Eckert Seamans will be paid at these hourly rates: Paul J. Schoff $375 Other Partners $200 to $640 Other Associates $165 to $370 Paraprofessionals $110 to $215 Eckert Seamans will also be reimbursed for reasonable out-of- pocket expenses incurred. Paul J. Schoff, Esq., member of Eckert Seamans, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Committee's proposed counsel can be reached at: Paul J. Schoff, Esq. ECKERT SEAMANS CHERIN & MELLOTT, LLC Two Liberty Place 50 South 16th Street, 22nd Floor Philadelphia, PA 19102 Tel: (215) 851-8506 Fax: (215) 851-8383 E-mail: pschoff@eckertseamans.com About Gelt Properties Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC, and affiliate Gelt Financial Corporation borrow money from traditional lenders and make loans to commercial borrowers. They also acquire and manage real estate. Gelt Properties and Gelt Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-15826) on July 25, 2011. Judge Magdeline D. Coleman presides over the cases. William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., and Daniel S. Siedman, Esq., at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold & Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson, Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II, Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt Properties, LLC. Ciardi Ciardi & Astin also represents Debtor Gelt Financial Corporation as counsel. Gelt Properties disclosed $4.73 million in assets and $4.84 million in liabilities as of the Chapter 11 filing. Its affiliate, Gelt Financial has scheduled $20.3 million in assets and $17.05 million in liabilities as of the Chapter 11 filing. Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff McCabe, P.C., represent the Unsecured Creditors' Committee. Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the Committee's accountants. GENERAL MOTORS: Spyker Seeks to Revive $3B Suit Over Saab Sale -------------------------------------------------------------- Law360 reported that Dutch carmaker Spyker NV urged the Sixth Circuit on Oct. 1 to revive its $3 billion lawsuit alleging General Motors Co. pushed Saab Automobile AB into bankruptcy by interfering with Spyker's bid to sell the Swedish automaker to Chinese investors, claiming a district court judge erred in tossing the suit. According to the report, Spyker and Saab's suit alleged that GM public announcements scuttled the deal on the eve of its signing, but a district court tossed the lone claim of tortious interference with economic expectancy. The case is Saab Automobile AB, et al v. GMC, Case No. 13-1899 (6th Cir.). About General Motors With its global headquarters in Detroit, Michigan, General Motors Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. GM employs 208,000 people in every major region of the world and does business in more than 120 countries. GM and its strategic partners produce cars and trucks in 30 countries, and sell and service these vehicles through the following brands: Baojun, Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang, Opel, Vauxhall, and Wuling. GM's largest national market is China, followed by the United States, Brazil, the United Kingdom, Germany, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government once owned as much as 60.8% stake in New GM on account of the financing it provided to the bankrupt entity. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. General Motors Corp. and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31, 2011. GETTY IMAGES: Bank Debt Trades at 10% Off ----------------------------------------- Participations in a syndicated loan under which Getty Images Inc is a borrower traded in the secondary market at 89.66 cents-on- the-dollar during the week ended Friday, October 4, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 2.31 percentage points from the previous week, The Journal relates. Getty Images Inc pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 14, 2019. The bank debt carries Moody's B1 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 209 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Headquartered in Seattle, Wash., Getty Images is a leading creator and distributor of still imagery, video and multimedia products, as well as a recognized provider of other forms of premium digital content, including music. The company was founded in 1995 and provides stock images, music, video and other digital content through several web sites, notably gettyimages.com, istockphoto.com, and thinkstock.com. In October 2012, The Carlyle Group completed the acquisition of a controlling indirect interest in Getty Images in a transaction valued at approximately $3.3 billion (up from the $2.4 billion transaction value of the prior LBO in 2008). The Carlyle Group owns approximately 51% of the company with a trust representing certain Getty family members owning approximately 49%. Revenues totaled $897 million for the 12 months ended June 30, 2013. * * * As reported in the Troubled Company Reporter on Sept. 5, 2013, Moody's Investors Service placed the ratings of Getty Images on review for downgrade based on weaker than expected results through 2Q2013 and Moody's revised expectations for the next 12 months. According to Moody's, Corporate Family Rating of Issuer: Getty Images, Inc. and Abe Investment Holdings, Inc., currently B2, is placed on review for possible downgrade. GLOBE ENERGY: Moody's Withdraws All Ratings ------------------------------------------- Moody's Investors Service withdrew all ratings assigned to Globe Energy Services, L.L.C. and its proposed US$350 million term loan maturing 2019. The term loan offering was not completed. Ratings withdrawn: Issuer: Globe Energy Services, L.L.C's ratings B2 Corporate Family Rating B2-PD Probability of Default Rating B2, LGD4, 53% Term Loan B due 2019 Rating outlook withdrawn Global Energy Services LLC is an oilfield services company that provides a variety of fluid management and wellsite services to exploration and production companies and other oilfield service contractors operating primarily in the Permian Basin. GMX RESOURCES: Plan Support Agreement Approval Sought ----------------------------------------------------- BankruptcyData reported that GMX Resources filed with the U.S. Bankruptcy Court a motion to approve a plan support agreement (PSA) with its senior secured noteholders and official committee of unsecured creditors. The motion explains, "The Debtors filed these cases to undertake an orderly liquidation of their assets through a Bankruptcy Code Section 363 sale process designed to maximize value. After several months of litigation and negotiations with the Creditors' Committee, the Debtors, the Consenting Senior Secured Noteholders and the Creditors' Committee (collectively, the 'Parties') agreed to the terms of a consensual restructuring pursuant to a plan of reorganization (the 'Plan'), the principle terms of which are described in the Restructuring Term Sheet....The Parties intend to implement the transfer of ownership of the Debtors through the Plan, which the Debtors intend to file with this Court shortly after the filing of this Motion, instead of consummating the sale of substantially all of the Debtors' assets pursuant to section 363 of the Bankruptcy Code (the 'Sale'). The proposed Plan is based on a debt-for equity swap by the Senior Secured Noteholders. Specifically, the Senior Secured Noteholders shall exchange the secured portion of their allowed claims for 100% of the equity in reorganized GMX Resources Inc. and/or equity interests in a reorganized Debtor affiliate. Under the Plan, the secured portion of Senior Secured Noteholders' claim shall be allowed in the amount of $338 million, the value of the Debtors' assets as determined by the highest offer the Debtors received at the Auction for the sale of substantially all of their assets. In addition, the Senior Secured Noteholders will have a general unsecured deficiency claim in the amount of $66,086,738 (the 'Deficiency Claim'). Under the proposed Plan, if the general unsecured creditors' class votes to accept the Plan, holders of allowed general unsecured claims shall receive interests in a trust that will be funded with (i) $1.5 million in cash; and (ii) certain potential causes of action listed on Schedule A to the Restructuring Term Sheet. Also, if the general unsecured creditor class votes to accept the Plan, the Senior Secured Noteholders will agree to forego any distribution on account of the Deficiency Claim. If the general unsecured creditor class does not vote to accept the Plan, they will not receive the $1.5 million and the Senior Secured Noteholders' Deficiency Claim will share in the trust assets. In addition, holders of DIP Financing Claims and any superpriority adequate protections claims resulting from of the diminution in the value of the Senior Secured Noteholders' collateral shall be entitled to receive senior interests in the trust. All allowed administrative claims, other secured claims and priority claims will be paid in full under the Plan. Approval of the PSA is in the best interests of these estates and is a sound exercise of the Debtors' business judgment because it provides the timeline and roadmap for the Debtors to exit bankruptcy in an orderly and uncontested manner and provides unsecured creditors with a greater recovery than they would otherwise be entitled." The Court scheduled an October 29, 2013 hearing to consider the agreement. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represented the Debtors as counsel. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. The DIP financing provided by senior noteholders requires court approval of a sale within 75 days following approval of sale procedures. The lenders and principal senior noteholders include Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors Inc. and Whitebox Advisors LLC. Looper Reed is substituted as counsel for the Official Committee of Unsecured Creditors in place of Winston & Strawn LLP, effective as of April 25, 2013. The Committee tapped Conway MacKenzie, Inc., as financial advisor. GMX RESOURCES: Amended KERP Approved ------------------------------------ BankruptcyData reported that the U.S. Bankruptcy Court approved GMX Resources' motion to amend the previous order to (i) pay severance to terminated employees and (ii) implement a key employee retention plan for employees. As previously reported, "By this Motion, the Debtors seek authority to amend the Severance and KERP Order to allow the Debtors to pay employees (i) half of their severance or KERP payment upon approval of this Motion; and (ii) half of their severance or KERP payment upon the earlier of (a) the effective date of a confirmed chapter 11 plan or (b) the closing of a sale of substantially all of the Debtors' assets. Any retention payment received by an employee that is subsequently terminated will be credited against any severance such employee is entitled to receive." About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represented the Debtors as counsel. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. The DIP financing provided by senior noteholders requires court approval of a sale within 75 days following approval of sale procedures. The lenders and principal senior noteholders include Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors Inc. and Whitebox Advisors LLC. Looper Reed is substituted as counsel for the Official Committee of Unsecured Creditors in place of Winston & Strawn LLP, effective as of April 25, 2013. The Committee tapped Conway MacKenzie, Inc., as financial advisor. GOLF TOWN: DBRS Confirms 'B(high)' Issuer Rating ------------------------------------------------ DBRS Inc. has confirmed the Issuer Rating of Golf Town Canada Inc. & Golfsmith International Holdings, Inc. (collectively Golfsmith or the Company) at B (high) and the Senior Secured Second Lien notes at B (low) with a recovery rating of RR-6. Since the initiation of Golfsmith's ratings (after Q2 2012) the Company's sales and earnings growth, and therefore key credit metrics have been significantly weaker than expected. The rating confirmation, however, reflects DBRS's belief that at least a portion of the weakness in operating performance is attributable to less than favourable weather conditions in 2013 and the Company's ongoing integration efforts, while Golfsmith's liquidity remained adequate for the rating category and the Company benefited from strong sponsorship support from OMERS Administration Corporation (OMERS). That said, should operating performance remain weaker than expected going forward, a negative rating action could result. Golfsmith's ratings continue to be supported by the Company's well-established market position, differentiating store format, geographic diversification across North America and strong sponsorship from OMERS. The ratings also consider the discretionary and cyclical nature of the golf retail business, intense competition, sensitivity to weather and risks surrounding longer-term profitability and growth. Going forward, DBRS believes that Golfsmith's earnings profile should stabilize somewhat and could strengthen over the longer term on a through-the-cycle basis; but the Company's earnings will continue to reflect its sensitivity to weather and cyclical macroeconomic factors. Revenues should increase with expected new store openings (approximately ten) in 2014 and a return toward positive same-store sales growth, while adjusted EBITDA margins should remain relatively flat or improve modestly as cost-cutting initiatives related to the merger are partially offset by rising selling, general and administrative expenses from new store openings. DBRS therefore believes that consolidated EBITDA should improve toward the $50 million range in the near- to medium-term. In terms of financial profile, DBRS expects that Golfsmith will improve over the longer term as earnings are expected to increase and positive free cash flow is allocated to debt repayment. Cash flow from operations should grow in-line with operating income, while working capital and capex requirements should remain relatively stable (estimating approximately ten net new store openings per year through 2015). As such, DBRS expects the Company will improve toward free cash flow breakeven in 2014, while free cash flow could improve toward the $25 million level with earnings growth in the medium-term. Free cash flow is expected to be used to repay amounts drawn on the Company's asset- backed loan revolver which will help to improve credit metrics. However, should credit metrics deteriorate further, as a result of weaker than expected operating performance and/or more aggressive than expected financial management, the ratings could be pressured. GRANDIR GROUP: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Grandir Group, LP 759 N MOUNTAIN AVE Upland, CA 91786 Case No.: 13-26465 Chapter 11 Petition Date: October 3, 2013 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Scott C Clarkson Debtor's Counsel: Lavonna G Hayashi, Esq. LAW OFFICES OF LAVONNA HAYASHI 10737 Laurel St #104 Rancho Cucamonga, CA 91730 Tel: 909-484-9090 Fax: 888-744-5365 Email: saidtbc@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gil Rodriguez Jr., general partner. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. GRUBB & ELLIS: Avison Young Says Broker Hires Were Kosher --------------------------------------------------------- Law360 reported that an Avison Young Inc. attorney told a New York state judge on Oct. 2 that the Canadian real estate brokerage Avison Young's hiring of brokers from bankrupt Grubb & Ellis Co., which BGC Partners Inc. has acquired, was just business as usual, not illegal poaching and trade secrets theft. According to the report, Beth A. Williams of Kirkland & Ellis LLP., who represents Avison Young, urged Judge Marcy Friedman to dismiss BGC Partners' allegations that Avison Young had executed a years' long scheme to poach Grubb & Ellis brokers. The case is BGC Partners, Inc. et al v. Avison Young (Canada), Inc. et al., Case No. 1:12-cv-06680 (S.D.N.Y.). The case was filed on Aug. 31, 2012. GYMBOREE CORP: Bank Debt Trades at 3% Off ----------------------------------------- Participations in a syndicated loan under which Gymboree Corp is a borrower traded in the secondary market at 96.59 cents-on-the- dollar during the week ended Friday, October 4, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.30 percentage points from the previous week, The Journal relates. Gymboree Corp pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 23, 2018. The bank debt carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 209 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Headquartered in San Francisco, California, The Gymboree Corporation sells infant and toddler apparel. The company designs and distributes infant and toddler apparel through its stores which operates under the "Gymboree", "Gymboree Outlet", "Janie and Jack" and "Crazy 8" brands in the United States, Canada and Australia. The company is owned by affiliates of Bain Capital Partners LLC. * * * As reported in the Troubled Company Reporter on May 9, 2013, Moody's Investors Service confirmed The Gymboree Corporation's Corporate Family Rating at B3, concluding the review for downgrade that began on December 13, 2012. The rating outlook is negative. HELIA TEC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Helia Tec Resources, Inc. 1770 St. James Place, Suite 205 Houston, TX 77056 Case No.: 13-36251 Chapter 11 Petition Date: October 3, 2013 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R Jones Debtor's Counsel: Richard L Fuqua, II, Esq. FUQUA & ASSOCIATES, PC 5005 Riverway, Ste. 250 Houston, TX 77056 Tel: 713-960-0277 Email: fuqua@fuquakeim.com Estimated Assets: $16.15 million Estimated Liabilities: $2.24 million The petition was signed by Cary E. Hughes, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ SENDEX Energy, L.L.C. 4% ORRI in oil & $42,911 gas well Ed Talone Trust #1 1.5% ORRI in $29,000 Respondek #1 Energy Gas Compression, Ltd. Rental $26,282 Cross Road Oilfield Supply, Oilfield parts $9,000 Ltd. & supplies Harris County Appraisal - $7,500 District Business & Industrial Property Div. Dwight Snell & Associates Land & title Services $5,018 Texas Workforce Commission Taxes $4,500 Cone Compression Services, Mechanic services $3,901 Inc. Hamman Swabbing & Oil Field Oil field services $3,796 Services H&B Packer Packer replacement/ refurbishment $3,760 Texas Perforators, Inc. Oil field services $2,265 Henry & Sang Nguyen Overriding royalty $2,263 interests York Acidizing and Cementing Oilfield services $2,014 LLC Dalton Trucking Transport services $1,965 Sealy Appliance & Butante Co Propane supply $1,871 Warren Gohike Vendor & Royalty $1,805 interest Select Industries, Inc. Vendor $1,617 Richard's Hot Oil Service Vendor $974 Inc. Continental Production Oilfield services $950 Services, Inc. D&B Rental Services Rental Equipment $828 HIGH MAINTENANCE: Gets Approval to Hire Neligan Foley as Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas authorized High Maintenance Broadcasting, LLC and GH Broadcasting, Inc., to employ Neligan Foley LLP as their counsel effective as of the Petition Date. As reported in the Troubled Company Reporter on Sep. 4, 2013, the firm will be paid based on its ordinary and customary hourly rates, which are: $395 - $675 for partners; and $130 - $350 for paralegals and associates. The Troubled Company Reporter said that prior to hiring Neligan Foley, both Debtors hired the law firm of Cox and Smith LLC as workout counsel. By agreement of both the Debtors and Cox and Smith, Cox and Smith resigned and transferred on April 1, 2013, to Neligan Foley a $100,000 retainer, which had been provided to Cox and Smith by High Maintenance. Neligan Foley applied the Retainer to the fees and expenses incurred prior to June 17, 2013, the date the involuntary petition was originally filed. The fees and expenses incurred by Neligan Foley prior to and including June 17, 2013, were $209,571 in fees and $6,621.45 in fees. Accordingly, Neligan Foley voluntarily wrote off $116,192.45 and thus, is not a creditor of either of the Debtors. About High Maintenance On June 17, 2013, an involuntary petition for relief (Bankr. S.D. Tex. Case No. 13-20270) was filed against High Maintenance Broadcasting, LLC by Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy, Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises, LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J. Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family, Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section 303 of the Bankruptcy Code. The Debtors' counsel are Patrick J. Neligan Jr., Esq., John D. Gaither, Esq., of Neligan Foley LLP. HIGH MAINTENANCE: Clarion Financial Approved as Financial Advisors ------------------------------------------------------------------ High Maintenance Broadcasting LLC obtained U.S. Bankruptcy Court approval to employ Reagan Stewart of Clarion Financial Services LLC as their financial advisors. As reported in the Troubled Company Reporter on Sep. 17, 2013, the firm will, among other things: a. prepare budgets, financial statements and other reports as requested by the Debtors, such that the Debtor may comply with all financial reporting obligations, including the preparation of monthly operating reports and financial reports to the Debtors' lenders. b. assist the Debtors in providing reports and information to creditors or other parties in interest; and c. investigate pre-bankruptcy transactions. Mr. Stewart's rate is $275 per hour. The firm may be reached at: Reagan Stewart CLARION FINANCIAL SERVICES, LLC 10440 N. Central Expressway, Suite 1475 Dallas, Texas 75231 Tel: 214-891-3340 Fax: 214-891-3366 E-mail: reagan@clarionfinancialservices.com About High Maintenance On June 17, 2013, an involuntary petition for relief (Bankr. S.D. Tex. Case No. 13-20270) was filed against High Maintenance Broadcasting, LLC by Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy, Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises, LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J. Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family, Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section 303 of the Bankruptcy Code. The Debtors' counsel are Patrick J. Neligan Jr., Esq., John D. Gaither, Esq., of Neligan Foley LLP. HIGH MAINTENANCE: Wilkinson Barker Approved to Work on FCC Matters ------------------------------------------------------------------ High Maintenance Broadcasting, LLC and GH Broadcasting, Inc., received authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ the law firm Wilkinson Barker Knauer, LLP to assist in various Federal Communications Commission filings, advise regarding compliance with FCC rules and regulations, and assist in preparing for the renewal of the Debtors' FCC licenses in 2014. As reported in the Troubled Company Reporter on Sept. 4, 2013, WBK will be paid on an hourly basis. The firm will submit monthly invoices to the Debtors setting forth detailed descriptions of the services rendered and time spent during the preceding month. The Debtors sought court permission to compensate WBK on this basis without further Court approval in an amount up to $5,000 per month during the remainder of 2013 and $2,500 thereafter. Any payment in excess of these monthly caps will be subject to prior approval by the Court. About High Maintenance On June 17, 2013, an involuntary petition for relief (Bankr. S.D. Tex. Case No. 13-20270) was filed against High Maintenance Broadcasting, LLC by Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy, Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises, LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J. Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family, Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section 303 of the Bankruptcy Code. The Debtors' counsel are Patrick J. Neligan Jr., Esq., John D. Gaither, Esq., of Neligan Foley LLP. Reagan Stewart of Clarion Financial Services LLC as their financial advisors. HUNTSMAN INTERNATIONAL: S&P Rates New $1.15 Billion Loan 'BB+' -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' senior secured debt rating and '2' recovery rating to Huntsman International LLC's proposed seven-year $1.15 billion term loan. S&P bases these ratings on preliminary terms and conditions. Huntsman International LLC (Huntsman International) is a wholly owned subsidiary of Huntsman Corp. (Huntsman). The issue rating is one notch above the 'BB' corporate credit rating. The '2' recovery rating indicates prospects for substantial (70% to 90%) recovery in the event of a payment default. "The company plans to use proceeds of the term loan to acquire Rockwood Holdings Inc.'s titanium dioxide [TiO2] and performance additives businesses and pay related fees and expenses," said Standard & Poor's credit analyst Cynthia Werneth. S&P's 'BB-' senior unsecured debt rating on Huntsman International remains on CreditWatch with negative implications. Once the acquisition closes, S&P expects to lower the senior unsecured debt rating to 'B+' (two notches below the corporate credit rating) and revise the recovery rating to '6' from '5'. The '6' recovery rating indicates prospects for negligible (0% to 10%) recovery in the event of a payment default. All S&P's other ratings on Huntsman and its subsidiary remain unchanged. This includes the 'BB+' senior secured debt and '2' recovery ratings on Huntsman International's revolving credit facility maturing in 2017, which is increasing to $600 million from $400 million. The rating outlook on both entities remains negative. For the complete recovery analysis, see S&P's recovery report on Huntsman International LLC to be published shortly on RatingsDirect. The ratings reflect Huntsman's "satisfactory" business risk profile as a diversified chemical manufacturer and its "aggressive" financial risk profile. S&P's base case suggests that successful integration of the acquired operations, a cyclical upturn in TiO2, moderate global economic growth during the next few years, and benefits from Huntsman's ongoing restructuring should keep credit metrics in line with S&P's expectations at the rating, including funds from operations (FFO) to debt approaching 20% within the next two years. However, S&P sees a fair amount of execution risk in this transaction, given continuing difficult economic conditions in Europe, where the preponderance of the acquired operations is located, management's large synergy target, and meaningful outlays to achieve it. RATING LIST Huntsman International LLC Corporate Credit Rating BB/Negative/-- New Rating Huntsman International LLC Senior Secured $1.15 Bil. 7-Year Term Loan BB+ Recovery Rating 2 IG INVESTMENTS: S&P Revises Outlook to Positive & Affirms 'B' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Atlanta, Georgia-based IG Investments Holdings LLC to positive from stable. At the same time, S&P affirmed all existing ratings on the company, including the 'B' corporate credit rating. The company will use the proceeds from the $130 million add-on to its existing $298 million outstanding first-lien term loan due 2019 to refinance its higher-cost second-lien term loan due 2020. S&P is also withdrawing its 'B' corporate credit rating on Insight Global Inc., as no debt is outstanding and we do not expect future issuance at this entity. Total debt was $428 million as of June 30, 2013. The outlook revision to positive reflects S&P's expectation that the business outlook will remain favorable and operating momentum will continue, at least over the next couple of years, which should result in further reduction in debt leverage. The 'B' corporate credit rating on IG Investments Holdings reflects Standard & Poor's Ratings Services' expectation that adjusted leverage will remain relatively high, despite good near- term growth prospects. S&P anticipates that operating performance will continue to be solid over the near-to-intermediate term because of growing demand for information technology staffing. S&P regards the business profile as "weak" (based on its criteria), weighing its small, niche market position in the highly competitive and fragmented staffing industry, risks related to its rapid organic growth, and the vulnerability of revenue to economic cycles. Still, S&P expects its EBITDA margin will remain above that of peers, based on management's track record of coping with competitive industry conditions. S&P views the company's financial risk profile as "highly leveraged" because of its private equity ownership and substantial debt leverage. Further considerations include the company's modest discretionary cash flow as a result of high interest expense and receivable funding needs, and risks associated with its planned office network expansion. S&P assess the company's management and governance as "fair." Insight Global provides IT staffing services to Fortune 1000 companies through 34 regional offices in major metropolitan markets. The number of offices has increased 20% over the past year, though market share of the U.S. IT staffing industry is only about 3%. Revenues from the technology, media, and telecommunications sectors account for almost two-thirds of the company's sales, exposing the company to structural trends in those industries. The company faces intense competition from the IT divisions of well-capitalized, general staffing firms, which are cross-selling IT personnel services to their existing client base. The company's top 10 customers account for slightly more than one-third of sales, representing a concentration risk. Engagements are generally short term, lasting a few months, and nonexclusive based on industry practice, hampering revenue visibility. Industry consolidation could result in reduced volume from some large clients. Pricing pressures stemming from the competitive nature of the industry make ongoing cost management a key priority. IMPLANT SCIENCES: Incurs $5.5 Million Net Loss in 4th Quarter ------------------------------------------------------------- Implant Sciences Corporation reported a net loss of $5.54 million on $2.40 million of revenues for the three months ended June 30, 2013, as compared with a net loss of $4.38 million on $552,000 of revenues for the same period during the prior year. For the year ended June 30, 2013, the Company incurred a net loss of $27.35 million on $12.01 million of revenues as compared with a net loss of $14.63 million on $3.40 million of revenues during the prior year. The Company's balance sheet at June 30, 2013, showed $5.09 million in total assets, $49.64 million in total liabilities and a $44.54 million total stockholders' deficit. Glenn D. Bolduc, president and CEO of Implant Sciences, commented, "During our recently concluded fourth quarter and fiscal year, Implant Sciences achieved a number of important strategic goals that we believe position the Company for consistent and sustainable growth. We have taken important steps to broaden the markets we serve, increase our revenue opportunities, and improve our financial stability." A copy of the press release is available for free at: http://is.gd/3UnQHc About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. As of Sept. 25, 2012, the Company's principal obligation to its primary lender was $33,429,000 with accrued interest of $3,146,000. The Company is required to repay all borrowings and accrued interest to this lender on March 31, 2013. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "Despite our current sales, expense and cash flow projections and $12,763,000 in cash available from our line of credit with DMRJ at March 31, 2013, we will require additional capital in the third quarter of fiscal 2014 to fund operations and continue the development, commercialization and marketing of our products. Our failure to achieve our projections and/or obtain sufficient additional capital on acceptable terms would have a material adverse effect on our liquidity and operations and could require us to file for protection under bankruptcy laws," the Company said in its quarterly report for the period ended March 31, 2013. INDIANAPOLIS DOWNS: Axis Sues to Duck Coverage of $600-Mil. Row --------------------------------------------------------------- Law360 reported that Axis Insurance Co. sued on Oct. 3 in Maryland federal court to block the chairman of defunct casino and racetrack operator Indianapolis Downs LLC from accessing coverage for a $600 million contract and defamation suit from its onetime management company. According to the report, Axis said Indianapolis Downs' policy doesn't cover claims that Chairman and CEO Ross Mangano and a collection of trusts he controls launched a defamatory campaign against affiliates of real estate management company Cordish Co. to gain leverage in a contractual fee dispute over a development project of Indianapolis Downs. The case is AXIS Insurance Company v. INDIANAPOLIS DOWNS LLC et al., Case No. 1:13-cv-02899 (D. Md.) before Judge William D Quarles, Jr. About Indianapolis Downs Indianapolis Downs LLC operated Indiana Live -- http://www.indianalivecasino.com/-- a combined race track and casino at a state-of-the-art 283 acre Shelbyville, Indiana site. It also operates two satellite wagering facilities in Evansville and Clarksville, Indiana. Total revenue for 2010 was $270 million, representing an 8.7% increase in 2009. The casino captured 53% of the Indianapolis market share. In July 2001, Indianapolis Downs was granted a permit to conduct a horse track operation in Shelvyville, Indiana, and started operating the track in 2002. It was granted permission to operate the casino at the racetrack operation in May 2007. The casino began operations in July 2010. Indianapolis Downs and subsidiary, Indianapolis Downs Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011. Indianapolis Downs estimated $500 million to $1 billion in assets and up to $500 million in debt as of the Chapter 11 filing. According to a court filing, the Debtor owes $98,125,000 on a first lien debt. It also owes $375 million on secured notes and $72.6 million on subordinated notes. Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington, Delaware, have been tapped as counsel to the Debtors. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, is the conflicts counsel. Lazard Freres & Co. LLC is the investment banker. Bose Mckinney & Evans LLP and Bose Public Affairs Group LLC serve as special counsel. Kobi Partners, LLC, is the restructuring services provider. Epiq Bankruptcy Solutions is the claims and notice agent. David W. Carickhoff, Esq., at Blank Rome LLP; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, DC, represent the Ad Hoc Second Lien Committee. Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, LLP; and Brian L. Shaw, Esq., at Shaw Gussis Fishman Wolfson & Towbin LLC, represent the so-called Oliver Parties. The Oliver Parties consist of Ross J. Mangano, both individually and as the trustee of the Jane C. Warriner Trust dated February 26, 1971, the J. Oliver Cunningham Trust dated February 26, 1971, and the Anne C. McClure Trust dated February 26, 1971, Troon & Co., John C. Warriner, Oliver Estate, LLC, and Oliver Racing, LLC. Matthew Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP; and Kristopher Hansen, Esq., Stroock & Stroock & Lavan, represent Fortress Investment. Indianapolis Downs' Chapter 11 Plan of Reorganization Plan became effective, and the Company emerged from Chapter 11 protection in April 2013. The Court officially confirmed the Plan on March 20, 2013. The Plan is based on a sale of the business to rival and casino operator Centaur Gaming Inc. for $500 million. Senior management and equity holders objected to confirmation of the Plan. INOVA TECHNOLOGY: Sells Trakkers to Xumanii ------------------------------------------- Inova Technology sold its RFID businesses, Trakkers and RightTag, to Xumanii International Holdings Corp for 2 million preferred shares of Xumanii. The purpose of the transaction is to unlock value by breaking up Inova into two segments where the RFID business and network solutions business can pursue their own respective business plans separately. The effective date of the transaction is Oct. 1, 2013. Inova CEO, Adam Radly, said, "Inova reported annual of revenue of $18 million for our most recent fiscal year yet our market capitalization is only in the hundreds of thousands. It's likely that our debt is one reason for the low market cap. It's also possible that the market doesn't like the combination of network solutions and RFID in one company. Some investors have indicated that they like RFID and don't like network solutions while others take the opposite view. As a result, we decided to break Inova into two parts so that the network solutions business and RFID business can pursue their own business plans without being constrained by the other and also to enable shareholders to choose to invest one or the other or both as opposed to being forced to invest in both." The sale of assets includes the following: * Trakkers LLC along with all of the intellectual property associated with its current and future products and solutions. * The business and assets of Right Tag, Inc. * Trakkers LLC has approximately $4 million of debt that will remain with Trakkers LLC. * All of the assets that were sold in this transaction were sold by Tesselon LLC (a subsidiary of Inova) Inova CEO, Adam Radly, said, "We sold Trakkers for $2 million. Even though Trakkers only represents approximately 6% of Inova's revenue the $2 million sale price is more than 5 times Inova's entire market cap so we are obviously very happy with the transaction. The transaction will also help both Inova and Trakkers to restructure its debt." When considering the $2 million valuation of Trakkers for the purpose of this transaction management considered the following factors: * Revenue for Trakkers for the fiscal year ending April 2013 and 2012 was $1,573,473 and $1,200,142 respectively. Adjusted Ebitda for the fiscal year ending April 2013 and 2012 was $383,110 and $228,270 respectively. * Trakkers LLC has approximately $4 million of debt and will remain with Trakkers LLC. * The market capitalization of Inova is approximately $400,000 In addition to the $2 million of preferred stock of Xumanii, the transaction also includes a commitment from Xumanii to file an S1 registration Statement that, upon being deemed effective by the SEC, will allow Inova shareholders to acquire one Xumanii share for each Inova share that they owned as at the Effective Date (Oct. 1, 2013). However, shareholders should be aware that there can be no assurance that the SEC will deem the S1 Registration Statement effective. Xumanii provides live concert streaming using its own proprietary solution. Xumanii had previously announced that it has filed for patent relating to this technology. Trakkers currently generates the majority of its revenue from the rental of scanners to trade shows and has been actively developing other complimentary solutions for trade shows including trade show apps for mobile devices. There is a demand for live event streaming at many trade shows and Trakkers will be able to offer the Xumanii streaming solution to trade shows as an additional service. Following the acquisition of Trakkers by Xumanii, Xumanii plans to pursue the development of a mobile solutions business that will include the use of RFID in mobile solutions for asset tracking among other mobile solutions. Upon completion of the transaction Mr. Adam Radly will temporarily hold the position of CEO of both Inova and Xumanii concurrently while the board and senior management of Xumanii are adjusted to reflect its new business plan. About Inova Technology Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA) -- http://www.inovatechnology.com/-- through its subsidiaries, provides information technology (IT) consulting services in the United States. It also manufactures radio frequency identification (RFID) equipment; and provides computer network solutions. The company was formerly known as Edgetech Services Inc. and changed its name to Inova Technology, Inc., in 2007. Inova incurred a net loss of $6.62 million on $18.68 million of revenues for the year ended April 30, 2013, as compared with a net loss of $1.24 million on $21.20 million of revenues for the year ended April 30, 2012. As of July 31, 2013, the Company had $6.48 million in total assets, $23.98 million in total liabilities and a $17.50 million total stockholders' deficit. Malonebailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2013. The independent auditors noted that Inova incurred losses from operations for the years ended April 30, 2013, and 2012 and has a working capital deficit as of April 30, 2013. These factors raise substantial doubt about Inova's ability to continue as a going concern. INTELLICELL BIOSCIENCES: Incurs $1MM Net Loss in March 31 Qtr. -------------------------------------------------------------- Intellicell Biosciences, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.05 million on $0 of revenues for the three months ended March 31, 2013, as compared with a net loss of $9.46 million on $12,100 of revenues for the same period during the prior year. The Company's balance sheet at March 31, 2013, showed $3.96 million in total assets, $8.40 million in total liabilities, and a $4.43 million total stockholders' deficit. The Company's cash and cash equivalents as March 31, 2013, was $0 compared to cash balances at Dec. 31, 2012 of $10,159. A copy of the Form 10-Q is available for free at: http://is.gd/JjzjVx About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. Intellicell disclosed a net loss of $4.15 million on $534,942 of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $32.83 million on $99,192 of revenues during the prior year. In their report dated Sept. 13, 2013, Rosen Seymour Shapss Martin & Company LLP stated that the Company's financial statements for the fiscal years ended Dec. 31, 2012, and 2011, were prepared assuming that the Company would continue as a going concern. The Company's ability to continue as a going concern is an issue raised as a result of the Company's recurring losses from operations and its net capital deficiency. The Company continues to experience net operating losses. The Company's ability to continue as a going concern is subject to its ability to generate a profit. INTELLIPHARMACEUTICS INT'L: Incurs $2MM Net Loss in 3rd Quarter --------------------------------------------------------------- Intellipharmaceutics International Inc. reported a net loss of $2.04 million on $0 of revenue for the three months ended Aug. 31, 2013, as compared with a net loss of $1.45 million on $0 of revenue for the same period last year. For the nine months ended Aug. 31, 2013, the Company reported a net loss of $5.16 million on $0 of revenue as compared with a net loss of $4.75 million on $107,091 of revenue for the same period a year ago. The Company's balance sheet at Aug. 31, 2013, showed $4.11 million in total assets, $5.49 million in total liabilities and a $1.37 million shareholders' deficiency. A copy of the press release is available for free at: http://is.gd/O8REgo About Intellipharmaceutics Toronto, Canada-based Intellipharmaceutics International Inc. is incorporated under the laws of Canada. Intellipharmaceutics is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. Its patented Hypermatrix(TM) technology is a multidimensional controlled- release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology, Intellipharmaceutics has a pipeline of product candidates in various stages of development, including filings with the FDA in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes and pain. Going Concern Uncertainty "In order for the Company to continue operations at existing levels, the Company expects that for at least the next twelve months the Company will require significant additional capital. While the Company expects to satisfy its operating cash requirements over the next twelve months from cash on hand, collection of anticipated revenues resulting from future commercialization activities, development agreements or marketing license agreements, through managing operating expense levels, funds from senior management through the convertible debenture described elsewhere herein, equity and/or debt financings, and/or new strategic partnership agreements funding some or all costs of development, there can be no assurance that the Company will be able to obtain any such capital on terms or in amounts sufficient to meet its needs or at all," the Company said in its quarterly report for the period ended May 31, 2013. INVERSIONES ALSACIA: Supplements Consent Solicitation Statement --------------------------------------------------------------- Inversiones Alsacia S.A. on Oct. 3 disclosed that it is supplementing its Amended and Restated Consent Solicitation Statement dated September 25, 2013 and its accompanying consent form, to (i) extend the expiration date of the consent solicitation to Wednesday, October 9, 2013, and (ii) make changes to the proposed waiver and accompanying disclosures relating to the Debt Service Coverage Ratio and the potential contribution by Alsacia's controlling stockholder. Holders are urged to read the supplement in its entirety as it contains important information about the consent solicitation. The supplement is being distributed to bondholders through the DTC's LENS system and can also be obtained upon request from Alsacia. About Alsacia Alsacia, together with its affiliate, Express de Santiago Uno S.A., are collectively the largest operator in the Transantiago Transportation System, transporting approximately 1.2 million passengers every day, throughout 35 communities in Santiago, which accounts for more than 30% of the passengers in Transantiago. Alsacia and Express belong to an international holding company with interests in public passenger transportation, environmental solutions, outsourcing services and real estate development in Chile, Colombia, Panama, Peru and the United States. JC PENNEY: Bank Debt Trades at 3% Off ------------------------------------- Participations in a syndicated loan under which JC Penney is a borrower traded in the secondary market at 96.98 cents-on-the- dollar during the week ended Friday, October 4, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.44 percentage points from the previous week, The Journal relates. JC Penney pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on April 29, 2018. The bank debt carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 209 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. J.C. Penney Company, Inc. is one of the U.S.'s largest department store operators with about 1,100 locations in the United States and Puerto Rico. * * * As reported in the Troubled Company Reporter on Oct. 4, 2013, Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC' from 'B-'. KALISPEL TRIBAL: S&P Withdraws 'B+' Issuer Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services withdrew all its ratings on U.S. gaming operator Kalispel Tribal Economic Authority, including its 'B+' issuer credit rating. The rating withdrawal is at the request of Kalispel. KIWIBOX.COM INC: User Registrations Skyrocketed by 200% ------------------------------------------------------- Kiwibox.com and its German subsidiary KWICK! report a significant surge in their network usage. This major increase in membership and usage is a result of the Company's intensified focus on recent marketing efforts within local event strategies and promotional activities. Current network registrations exceed 100,000 new members per month and continue to climb daily. Recent internal reports show that the Kiwibox and KWICK! network registrations have increased dramatically by 200 percent. The network also continues to see solid growth in mobile usage which has soared from 200M Pageviews in (Q3/2012) to 300M Pageviews in (Q3/2013). Network usage has boosted income from mobile advertising by over 300 percent since Q1 and continues to rise. With 1/3 of the entire Kiwibox and KWICK! network logging in via their mobile devices, the Company has continued to follow the mobile trend and recently released new iphone and android apps with enhanced nightlife event features like Event Submissions, Friends Around and Event galleries. The recent tandem of positive developments in mobile advertising revenue and network registrations, combined with reductions in expenditures appear increasingly promising for the future of the Kiwibox and KWICK! community and shareholders. Kiwibox CEO, Andre Scholz, observed, "Together with Anke Schmid, CEO of KWICK!, our German subsidiary, the integration was finalized in Q2 and the corresponding cuts in our operating expenses has enabled Kiwibox to save over $600,000 USD in the first months of 2013, as compared to the months results for 2012. Together with our recent Acquisition of interscholz Internet Services GmbH Co. KG we will have more potential to optimize internal procedures for faster development and technical scalability for further growth. Having our own internet service provider with an international capacity provides the Kiwibox Network with all necessary infrastructure to grow in an optimal way while keeping costs under control." Both Kiwibox and KWICK! are in a unique position that combines the excitement of a dating community with the benefits and accessibility of a real social network. The Kiwibox network encourages members to explore local events in their area, connect with other members and enjoy the additional member exclusive benefits the social network has to offer. About Kiwibox.com New York-based Kiwibox.com, Inc., acquired in the beginning of 2011 Pixunity.de, a photoblog community and launched a U.S. version of this community in the summer of 2011. Effective July 1, 2011, Kiwibox.com, Inc., became the owner of Kwick! -- a top social network community based in Germany. Kiwibox.com shares are freely traded on the bulletin board under the symbol KIWB.OB. Kiwibox.com disclosed a net loss of $14.01 million on $1.46 million of total net sales for the year ended Dec. 31, 2012, as compared with a net loss of $5.90 million on $599,615 of total net sales during the prior year. The Company's balance sheet at June 30, 2013, showed $3.16 million in total assets, $24.13 million in total liabilities, all current, and a $20.96 million total stockholders' impairment. Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's revenues are insufficient to finance the business, and the Company is entirely dependent on the continuation of funding from outside investors. These conditions raise substantial doubt about its ability to continue as a going concern. KORESKO LAW FIRM: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: Koresko Law Firm, P.C. 200 W 4th Street Bridgeport, PA 19405 Case Number: 13-05990 Debtor-affiliate subject to separate Involuntary Chapter 11 petition: Entity Case No. -------- -------- Koresko & Associates, P.C. 13-05991 Involuntary Chapter 11 Petition Date: October 1, 2013 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Scott Alan Orth, Esq. LAW OFFICES OF SCOTT ALAN ORTH PA 3880 Sheridan Street Hollywood, FL 33021 Tel: (305) 757-3300 Fax: (305) 757-0071 E-mail: scott@orthlawoffice.com Koresko Law Firm and debtor-affiliate's petitioners: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Michael W. Graham Beneficiary, $350,000 721 Sandringham Drive reimbursement, Jacksonville, FL 32225 contribution, cash value John D. Braddock Beneficiary, $350,000 121 32nd Avenue South reimbursement, Jacksonville Beach contribution, cash value FL 32250 Truman Galley Beneficiary reimbursement, contribution, cash value $500,000 Jim Malone Beneficiary reimbursement, contribution, cash value $130,000 LEHMAN BROTHERS: Citi Rejects $2 Billion 'Provisional' Payout ------------------------------------------------------------- Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that Citigroup Inc. is firing back at Lehman Brothers Holdings Inc.'s "unprecedented" bid to cut off its right to hundreds of millions of dollars in interest payments tied to Citi's $3 billion bankruptcy claim against the failed investment bank. According to the report, lawyers for Citigroup on Oct. 2 blasted Lehman's "scorched earth" tactics in its attempt to have a bankruptcy judge "provisionally allow" the remains of the failed investment bank to use $2 billion in cash in a Citi account to satisfy the bank's claims against the failed investment bank. Lehman wants U.S. Bankruptcy Judge James Peck to end what it calls Citi's "interest rate arbitrage" with respect to rival claims on billions of dollars in assets, the report related. By provisionally paying off the bank, Lehman would stem the flow of interest payments to Citi, which could total hundreds of millions of dollars by the time the two sides face off in court, which isn't expected until 2015, the report said. The bulk of Citi's claims against Lehman are tied to the termination of derivatives trades between Lehman and Citi at the time of Lehman's 2008 bankruptcy filing, according to the report. The bank said it is entitled to the interest payments under bankruptcy and it doesn't want the "provisional" $2 billion payment from Lehman because Lehman could claw it back if it emerges the winner in their legal fight. 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: Elliott to Pay More than $1-Bil. for U.K. Claim ---------------------------------------------------------------- Patrick Fitzgerald and Joseph Checkler, writing for Daily Bankruptcy Review, reported that Paul Singer's hedge fund Elliott Management has agreed to pay GBP650 million($1.05 billion) to the corporate parent of Lehman Brothers International (Europe), the U.K arm of the collapsed investment bank, in exchange for the parent company's multibillion dollar claim against its subsidiary. According to the report, the trade, which calls for the hedge-fund manager to receive the parent company's roughly GBP1.25 billion ($2 billion) subordinated claim against Lehman Brother's U.K. business in return for the initial payment, is the latest example of distressed debt investors hoping to profit from Lehman's demise more than five years after its collapse. Derek Howell, who is overseeing U.K. administration of the Lehman parent, known as LB Holdings Intermediate 2 Ltd. for PricewaterhouseCoopers, said in a statement on Oct. 2 that the transaction also allows the unit's creditors to share in claims Elliott has against Lehman Brother's U.K arm. The deal also sheds a light on the little-noticed world of bankruptcy-claims trading, where billions of dollars in claims trade each month as distressed-debt investors buy up claims from creditors on the cheap and then jockey for a position in the order to receive payment, the report said. The trading of claims has been particularly active with respect to Lehman Brothers International (Europe), or LBIE, in recent months. Royal Bank of Scotland ( RBS ), for example, last month snapped up a GBP350 million ($567 million) claim against LBIE from New York investment firm Goshen Investments, the report added. 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. LOFINO PROPERTIES: Case Summary & 4 Unsecured Creditors ------------------------------------------------------- Debtor: Lofino Properties, LLC 3255 Seajay Drive Dayton, OH 45430 Case No.: 13-34099 Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court Southern District of Ohio (Dayton) Judge: Hon. Guy R Humphrey Debtor's Counsel: Joshua M Kin, Esq. 2700 Kettering Tower Dayton, OH 45423 Tel: 937-223-1130 Fax: 937-223-0339 Email: Jkin@pselaw.com Total Assets: $19.91 million Total Liabilities: $13.15 million The petition was signed by Michael D. Lofino, managing member. List of Debtor's Nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Charles J. Lofino Trust Operating Loan $425,000 3255 Seajay Drive Dayton, OH 45430 Greene County Treasurer - unknown LCM Investments Property $21,320 Management, LLC management Michael D. Lofino Operating Loan for estate tax $65,000 Michael D. Lofino, Jr. Member Disributions $29,107 Mobile Sweeping Service Parking Lot $552 Maintenance A-1 Systems Integration Security Monitoring $278 Montgomery County - unknown Treasurer Shaw's Lock and Key Lock Service $159 LYDIA CLADEK: U.S. Marshal Selling Men's Rolex & Diamond Earrings ----------------------------------------------------------------- By virtue of a Writ of Execution issued by the U.S. Bankruptcy Court for the Middle District of Florida on the March 11, 2013, William "Bill" Berger, the U.S. Marshal for the Middle District of Florida will sell by public auction for certified check or cashier's check, on October 25, 2013, at 12:00 Noon on the premises of the front entrance of the U.S. Courthouse, on the Monroe Street side, located at 300 North Hogan Street, Jacksonville, Fla., these two items of jewelry: * Item 318E-JK-52039/1B 407 -- a Men's Rolex "Daytona" wrist watch, stainless steel case and oyster style bracelet with a fold over safety, with forty jewel auto wind chronometer with three sub dials that record hours and minutes and show continuous seconds. The sweep hand records the seconds. Black dial. Style #116520/E2078490. The minimum bid is set at $4,800. * Item 318E-JK-52039/1B 397 -- One pair, ladies white gold earrings (without clutches), post style for pierced ears. Each is set with a "Princess" cut Diamond measuring 4.05 x 4.2 x 3.8MM graded good in cut, near colorless color (J) and VS2 clarity, estimated to weigh a total of .88 carats. The minimum bid is set at $1,250. Each item will be sold to the highest and best bidder. The highest and best bidder will be required to deliver to the Marshal at the time of the sale, by certified check or cashier's check, earnest money equal to 10% of the bid price, with the balance thereof to be paid by certified check or cashier's check within three working days after the sale. Lydia Cladek, Inc., based in St. Augustine, Fla., sought chapter 11 protection (Bankr. M.D. Fla. Case No. 10-02805) on April 5, 2010. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. MEMORIAL HERMANN: A.M. Best Hikes Fin. Strength Rating From 'B' --------------------------------------------------------------- A.M. Best Co. has upgraded the financial strength rating to B+(Good) from B(Fair) and the issuer credit rating to "bbb-" from "bb+" of Memorial Hermann Health Insurance Company (MHHIC) (Houston, TX). The outlook for both ratings is stable. The rating upgrades reflect MHHIC's strategic role within the ultimate parent organization (Memorial Hermann Health System [Memorial Hermann]), as well as the implicit and explicit support it receives from Memorial Hermann. Additionally, the ratings reflect MHHIC's ongoing implementation of comprehensive business strategies, its favorable capitalization levels on both an absolute and risk-adjusted basis, as well as its high quality asset portfolio that provides adequate liquidity. Partially offsetting these positive rating factors are MHHIC's unfavorable operating results, narrow product focus and the challenges it faces growing in a highly competitive Texas marketplace. However, management has been implementing a comprehensive business strategy, with a focus on sustainable and profitable growth trends going forward. Upward rating actions could occur if MHHIC were to maintain and grow its business with financial support from Memorial Hermann as necessary, as well as demonstrate consistent profitable membership and premium growth going forward. Conversely, negative rating actions could occur if MHHIC were to report significant deterioration in its operating performance and/or a significant decline in its risk-adjusted capitalization. Also, the ratings could be impacted by changes and/or stoppage in capital support or the financial strength of Memorial Hermann. MERCANTILE BANCORP: Court Okays Sale of Mercantile Bank Shares -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Mercantile Bancorp, Inc.'s sale of its shares in Mercantile Bank and the related trademark for Mercantile Bank's "M" Logo. The Court held that the sale of assets to the successful bidder under the purchase agreement constitutes a transfer for reasonably equivalent value and fair consideration. Pursuant to the order, all objections and responses to the motion that have not been overruled, withdrawn, waived, settled or resolved and all reservations of rights included therein are overruled and denied. As reported in the Troubled Company Reporter on Sept. 27, 2013, citing a Law360 report, parties in the Debtor's bankruptcy case said Sept. 24 that they'd come to an agreement over the bank holding company's contested $23 million asset sale to United Community Bancorp Inc., but that was news to the buyer, which wanted to review it before the court takes action. According to the Law360 report, during a telephone hearing in Delaware bankruptcy court, UCB attorney Russell C. Silberglied of Richards Layton & Finger PA said he was "surprised" to hear that MBI and the official committee of trust-preferred securities holders had resolved their differences. The TCR reported on Sept. 13, that Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP, on behalf of the Official Committee of Trust Preferred Securities Holders and Wilmington Trust Company, solely in its capacities as Indenture Trustee, Institutional or Property Trustee, Delaware Trustee, and Guarantee Trustee with respect to four series of TruPS Trusts, objected to the Debtor's sale of Mercantile Bank and the trademark for the bank's "M" logo. The TCR on Aug. 16, 2013, reported that Judge Kevin J. Carey approved the bidding procedures governing the sale of all of Mercantile Bancorp's shares of common stock in its wholly owned subsidiary, Mercantile Bank, an Illinois state chartered bank that operates in Quincy, Illinois. The Debtor is also selling its ownership of the registered trademark for Mercantile Bank's "M" logo. The Debtor entered into a stalking horse purchase agreement with UCB under which the Purchaser will pay to the Debtor $22,277,000, less all amounts due and owing by the Bank to the Federal Deposit Insurance Corporation and all broker's fees. In the August ruling, the Court authorized the payment of $668,310 as break-up fee and not more than $250,000 as reimbursement of legal fees and expenses in case the stalking horse bidder is not the successful bidder. 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. An official committee of trust preferred securities holders was also appointed by the U.S. Trustee. The TruPS Committee is represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in Philadelphia, Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W. Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq., at Kirkland & Ellis LLP, in New York. MERCK & CO: Pharmaceutical Company Plans Further Job Cuts --------------------------------------------------------- Tess Stynes, writing for The Wall Street Journal, reported that Merck & Co. unveiled a global revamp to sharpen its commercial and research and development focus, a move that includes roughly 8,500 additional layoffs as it aims to save about $2.5 billion a year by the end of 2015. According to the WSJ report, the latest round of jobs cuts, along with roughly 7,500 previously announced workforce reductions, are expected to reduce Merck's total global workforce of 81,000 by roughly 20%. The pharmaceutical company expects restructuring costs of between $2.5 billion and $3 billion, including $900 million to $1.1 billion in 2013, a majority of which will be recorded in the third quarter. However, the company reaffirmed its 2013 earnings guidance, which excludes the restructuring items. Like other big pharmaceutical companies, Merck has been hurt as major drugs have lost market exclusivity, the report related. In Merck's case, the loss of exclusivity for allergy and asthma drug Singulair has hurt revenue. The company anticipates the substantial majority of savings will come from marketing and administrative expenses and R&D, the report said. Merck said it also expects to reduce its global real-estate footprint, particularly in New Jersey, where the company has its headquarters, the report added. Headquartered in Whitehouse Station, N.J., Merck & Co., Inc.'s operations are principally managed on a products basis and are comprised of four operating segments: Pharmaceutical, Animal Health, Consumer Care and Alliances. MF GLOBAL: Trustee Seeks to Return U.S. Customer Funds ------------------------------------------------------ Julie Steinberg, writing for Daily Bankruptcy Review, reported that thousands of customers of MF Global Inc. are on the verge of receiving the rest of the estimated $1.6 billion they lost in the collapse of the brokerage in 2011. According to the report, a bankruptcy trustee overseeing the liquidation of the firm, a unit of MF Global Holdings Ltd., filed a motion on the night of Oct. 2 that will smooth the way for all remaining money to be returned to the firm's U.S. customers. In a development that has been anticipated for nearly two years by former customers of the commodities and securities firm, the trustee, James Giddens, in the motion asked a bankruptcy judge for the remaining funds to be returned to customers who traded both on domestic and foreign exchanges by the end of the year, the report related. If the judge approves the allocation, it would be an "unprecedented result" and "one which seemed unimaginable" at the beginning of the brokerage unit's liquidation, the motion said, the report further related. Since the firm's October 2011 bankruptcy, Mr. Giddens has returned 98% of missing money to U.S. customers who dealt on U.S. exchanges, mostly recovering money that had slipped away in MF Global's final days to banks and clearinghouses, the report said. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MID SOUTH MACHINE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Mid South Machine & Tool, Inc. 240 NW Industrial Boulevard Macon, GA 31216-7671 Case No.: 13-52662 Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Wesley J. Boyer, Esq. KATZ, FLATAU, POPSON AND BOYER, LLP 355 Cotton Avenue Macon, GA 31201 Tel: 478-742-6481 Email: wjboyer_2000@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Terry Jones, Sr., vice president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/gamb13-52662.pdf MILTON HOSPITAL: S&P Raises Rating on $27.6 Million Bonds to 'BB+' ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its rating to 'BB+' from 'BB-' on $27.6 million of series D bonds issued by the Massachusetts Development Finance Agency for Milton Hospital, Mass., now known as Beth Israel Deaconess Hospital-Milton (Milton). The outlook is stable. "The upgrade is based on Milton's significantly reduced operating loss in 2012 with further improvement expected in 2013; benefits from Milton's affiliation with BIDMC; adequate balance sheet for the rating level; and conservative debt profile," said Standard & Poor's credit analyst Cynthia S. Keller. The stable outlook incorporates S&P's expectations that Milton's improved operating results generating at least 2x debt service coverage will continue in fiscal year 2013, while maintaining close to current balance sheet metrics. A higher rating could be considered toward the end of this outlook period with continued improvement in unrestricted resources closer to 100 days' cash, a multi-year record of positive operations including CPA's results, limited additional debt, and confidence that the affiliation with BIDMC will continue. A lower rating, while not expected due to the initial success of the affiliation, could be possible with continued operating losses, declines in unrestricted resources, or material additional debt--although none is expected during the outlook period. Any change in Milton's relationship with BIDMC would also be considered unfavorably. Milton operates a 51 staffed bed acute care hospital in Milton, Mass., approximately 10 miles south of downtown Boston. Other affiliates include a parent, foundation and Community Physician Associates (CPA), an employed physician subsidiary. Although only Milton Hospital is obligated on these bonds, this analysis focuses on the entire system. A first lien on gross receipts and a mortgage on hospital property secure the bonds. Milton is not a party to any swaps and all its bonds are fixed rate. MONTREAL MAINE: Residents Split Over Suits in Quebec, U.S. ---------------------------------------------------------- Justin Giovannetti at The Globe & Mail reports that nearly three months after an oil train derailed in Lac-Megantic, Que., and set off explosions that killed 47, residents of the small town are being torn between a class action lawsuit in Quebec and seeking justice in an American courtroom. According to the report, immediately after the accident, radio ads began playing on heavy rotation across Eastern Quebec inviting thousands to join a class action against the Montreal, Maine & Atlantic Railway. The report notes that two lawsuits were announced, one to seek damages in Quebec and a second in the Chicago suburb where the MM&A's parent company is based. Lac-Megantic plaintiffs can join both, but will eventually have to choose one because they cannot sue twice for one incident, the report relates. Neither has yet been certified as a class action. The report recalls that the railway went into receivership in early August, and since then, dozens of other companies involved in the ill-fated shipment have been added to both actions as defendants. Lawyers have warned that the damages from the two claims could far outweigh the cost of rebuilding the shattered town, the report says. The report discloses that many in Lac-Megantic, which is still in mourning, are reluctant to discuss among themselves whether they will join either lawsuit. The report relates that while a U.S. court might grant higher damages, one of the lead lawyers in the Quebec lawsuit questions whether the Illinois lawsuit will be allowed to proceed because the case's connection to Quebec was weakened by the receivership of MM&A. Court proceedings in both cases are expected before the end of the year. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel. Development Specialists, Inc., serves as his financial advisor. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana serves as counsel to MM&A. Justice Martin Castonguay oversees the case in Canada. MONTREAL MAINE: Chapter 11 Trustee Hires Shaw Fishman as Counsel ---------------------------------------------------------------- Robert J. Keach, the Chapter 11 trustee of Montreal Maine & Atlantic Railway, Ltd., asks permission from the U.S. Bankruptcy Court for the District of Maine to employ Shaw Fishman Glantz & Towbin LLC, as his local counsel in connection with derailment- related personal injury tort and wrongful death litigation filed in Illinois state and federal courts, nunc pro tunc to Sept. 11, 2013. The Debtor's bankruptcy case was precipitated by a derailment, on July 6, 2013, of an unmanned eastbound Debtor train with 72 carloads of crude oil and 5 locomotive units, in Lac-Megantic, Quebec. The Derailment set off several massive explosions, destroyed part of downtown Lac-Megantic, and is presumed to have killed 47 people. Beginning on July 22, 2013, representatives and administrators of the estates of some of the victims commenced civil actions alleging wrongful death and personal injury tort claims relating to the Derailment. As of Sept. 11, 2013, one case was pending in Illinois state court and nineteen other cases were pending before the U.S. District Court for the District of Illinois. Shaw Fishman will be paid at these hourly rates: Robert M. Fishman, Member $675 Stevenn B. Towbin, Member $675 Salvatore A. Barbatano, Member $635 Ira Bodenstein, Member $495 Robert W. Glantz, Member $495 Brian L. Shaw, Member $490 Peter J. Roberts, Member $475 Jeffrey L. Widman, Member $460 Richard A. Saldinger, Member $460 David S. Horwitch, Member $440 Allen J. Guon, Member $435 Terry G. Banich, Member $435 Mark L. Radtke, Member $435 Joseph L. Cohen, Member $385 David L. Shaw, Member $380 S. Jarret Raab, Member $370 Gordon E. Gouveia $370 Richard M. Fogel, of Counsel $450 Jennifer L. Goldstone, of Counsel $325 John Guzzardo, Associate $350 Kevin M. Hyde, Associate $340 Carrie E. Davenport, Associate $340 Laura Caplin, Associate $300 David R. Doyle, Associate $290 Marc S. Reiser, Associate $290 Jennifer L. Devroye, Associate $290 Alison S. Hudson, Associate $220 Patricia Fredericks, Paraprofessional $200 Melissa Westbrook, Paraprofessional $200 Bernard Thomas, Paraprofessional $140 Shaw Fishman will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian L. Shaw, Esq., partner of Shaw Fishman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Robbins Russell can be reached at: Brian L. Shaw, Esq. SHAW FISHMAN GLANTZ & TOWBIN LLC 321 N. Clark Street, Suite 800 Chicago, IL 60654 Tel: (312) 666-2833 E-mail: bshaw@shawfishman.com About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel. Development Specialists, Inc., serves as his financial advisor. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana serves as counsel to MM&A. Justice Martin Castonguay oversees the case in Canada. MORGAN'S FOODS: Incurs $577,000 Net Loss in Aug. 18 Quarter ----------------------------------------------------------- Morgan's Foods, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $577,000 on $19.75 million of revenues for the quarter ended Aug. 18, 2013, as compared with net income of $206,000 on $20.64 million of revenues for the quarter ended Aug. 12, 2012. For the 24 weeks ended Aug. 18, 2013, the Company incurred a net loss of $170,000 on $40.68 million of revenues as compared with net income of $245,000 on $40.95 million of revenues for the 24 weeks ended Aug. 12, 2012. The Company's balance sheet at Aug. 18, 2013, showed $50.52 million in total assets, $50.05 million in total liabilities and $470,000 in total shareholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/Q6WZUI About Morgan's Foods Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in 1925, operates KFC restaurants under franchises from KFC Corporation, Taco Bell restaurants under franchises from Taco Bell Corporation, Pizza Hut Express restaurants under licenses from Pizza Hut Corporation and an A&W restaurant under a license from A&W Restaurants, Inc. Morgan's Foods incurred a net loss of $138,000 on $86.86 million of revenues for the year ended March 3, 2013, as compared with a net loss of $1.68 million on $82.23 million of revenues for the year ended Feb. 26, 2012. MORGANS HOTEL: Voids Termination of Stockholder Rights Plan ----------------------------------------------------------- Morgans Hotel Group Co.'s Board of Directors revoked the policy put in place by the Company's previous Board of Directors and announced on May 29, 2013, related to the Company's stockholder protection rights plan, including the prior Board's decision to terminate the rights plan on or before Oct. 3, 2013. The Company's stockholder protection rights plan remains in full force and effect and is scheduled to expire in October 2015. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company incurred a net loss attributable to common stockholders of $66.81 million in 2012, a net loss attributable to common stockholders of $95.34 million in 2011, and a net loss attributable to common stockholders of $89.96 million in 2010. The Company's balance sheet at June 30, 2013, showed $580.67 million in total assets, $744.32 million in total liabilities, $6.04 million in redeemable noncontrolling interest and a $169.70 million total stockholders' deficit. MOUNTAIN CHINA: Posts Net Loss of $5.51 Mil. in 2nd Qtr. 2013 ------------------------------------------------------------- Mountain China Resorts (Holding) Limited CA recently reported its financial results for the quarter ended June 30, 2013. MCR reports its results in Canadian Dollars. Financial Results Total revenue and the net results for the Reporting Period were from resort operations with no real estate sales revenue. The Company's resort operations business at its Sun Mountain Yabuli Resort is seasonal and there is typically little or no revenue generated in the second quarter because winter operations usually end in the first quarter and summer operations do not start until the third quarter. For the quarter ended June 30, 2013, the Company generated revenues from resort operations of $0.08 million and a net loss of $5.51 million or $0.02 per share compared to $0.025 million and a net loss of $3.7 million or $0.01 per share in 2012 Q2. Resort Operations EBITDA from continuing operations for the second quarter of 2013 were ($0.85 million) compared to $1.4 million last year. The lower EBITDA and net loss in the Reporting Period compared to the previous year was because in the second quarter of 2012, the Company received a $2.2 million insurance compensation for certain equipment damage and that was included as other income for that period. Resort operations expenses from continuing operations totaled $0.74 million for the quarter ended June 30, 2013 compared to $0.68 million in 2012. Operations expenses within the resorts are mainly attributable to snow making, grooming, staffing, fuel and utilities, which also include the G&A expenses relating to the resort's senior management, marketing and sales, information technology, insurance and accounting. Other income for the Reporting Period totaled $0.09 million (2012:2.3 million), which mainly consisted of income recognized from the deposit by Club Med of $0.08 million. As mentioned earlier, for the same period in 2012, a major portion of other income included a $2.2 million insurance compensation received for the damage to Gondola B as well as $0.08 million recognized from the deposit by ClubMed. Corporate general and administrative expenses totaled $0.29 million for the Reporting Period compared to $0.31 million in 2012. This amount mainly comprised executive employee costs, public company costs, and corporate information technology costs. Depreciation and amortization expense from continuing operations totaled $2.77 million for the quarter ended June 30, 2013 compared to $2.96 million in 2012. The Company incurred financing cost of $1.58 million for the Reporting Period from continuing operations compared to $1.85 million in 2012. Financing costs were mainly related to the loan interests, and also included bank administrative fees, and service charges. Cash and cash equivalents totaled $9.97 million and the Company has a working capital deficiency of $72.76 million as at June 30, 2013. Sun Mountain Yabuli - Real Estate Development At the end of Fiscal 2010, the Company had finished working on the exterior decoration of the 55 villas of which three were completed with interior finishing. At the time of this release, certain construction is still needed on the exterior grounds to complete lighting, roads and utility connections. As of June 30, 2013, the Company had not been successful in selling any of the villas. Management is of the opinion that in order to complete sales it is necessary to first complete the exterior construction. Management estimates these additional construction costs to be $4.70 million and has plans to commence construction in the autumn of 2013. Since 2010, due to a combination of temporary Chinese government policies trying to cool down the rapid growing housing price in mainland China, the property investment demand have gone down significantly, which also impacted the Yabuli area. At the same time, with a tight expense budget and shortage of working capital, the Company had decided for the time being not to take the risk by inputting its limited working capital into the villa's remaining public infrastructure construction (for example:public lighting)(for example:roads)(for example:landscape engineering) and a full scale marketing and advertising regime. However, the Company does have confidence with its first of a kind ski-in and ski-out villas in China. And the Company will be reasonably flexible with its pricing when the market shows sign of a turn- around. No other detail milestones for the above matter are available from the Company as the related government policies are set to be temporary but with durations undetermined. The Company has an accumulated deficit, a working capital deficiency and has defaulted on a bank loan, which cast a substantial doubt on the Company's ability to continue as a going concern. The Company's ability to meet its obligations as they fall due and to continue to operate as a going concern is dependent on further financing and ultimately, the attainment of profitable operations. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Management of the Company plans to fund its future operation by obtaining additional financing through loans and private placements and through the sale of the properties held for sale. However, there is no assurance that the Company will be able to obtain additional financing or sell the properties held for sale. Despite of the financial difficulty posed by the overdue debts and continued loss, management is optimistic in the development of both the industry and the Company in the near future. The government of Heilongjiang Province has demonstrated welcomed signs of supporting the skiing industry and the Company by increasing local infrastructure investment and potentially providing a bank loan interest subsidy scheme. Recently in August the Company was advised by Harbin Commercial Bank that they had approved to extend the repayment schedule of its loan to the Company with an outstanding balance of $23,982 (RMB140 million) from 3 years to 10 years. As a result, the Company's current working capital deficiency will be decreased by approximately 15% in the next quarter. Revenue from ClubMed had been growing steadily, and the Company will be the official partner and the venue to host the 2016 World Championships of Snowboarding. Management are also working on various means to attract new investment into the Company to complete the construction of villas and improve the capital structure of the Company. SUBSEQUENT EVENTS Bank Loans - Harbin Commercial Bank As mentioned earlier, in August of 2013, the Company was advised by Harbin Commercial Bank that it had approved to extend the repayment schedule of its loan with an outstanding balance of $23,982 (RMB140 million) from 3 years to 10 years. The original bank loan was made on February 14 2012, and carried a three year- term with a maturity date of February 15, 2015 and a fixed annual interest rate of 7.315%. According to the revised terms, the loan will now mature in December, 2022. The first installment of $514 (RMB3 million) is repayable in August 2013, and thereafter the Company will need to repay $2,398 (RMB14 million) each year for eight consecutive years, and $4,283 (RMB 25 million) in the final year. The Company made payment of the first installment of $514 (RMB3 million) in August of 2013. Beijing Lianhua Mountain Skiing Field In August the Company was awarded an arbitration decision from the China International Economic and Trade Arbitration Commission ("CIETAC") in Beijing on the dispute over the sale of shares in Beijing Lianhua Mountain Skiing Field Co., Ltd., which decision orders, among other things, that 100% of the shares in Beijing Lianhua be transferred back to the Company. The Company is in the process of instructing its Chinese law firm to work on the transfer of the ownership of Beijing Lianhua back to the Company. On December 12, 2008, the Company entered into a Share Purchase Agreement between Jilin Wahaha Drinking Water Co., Ltd. and the Company and a Guaranty Contract between Jilin Lianhua Mountain Group Co., Ltd. and the Company for the sale of Beijing Lianhua to the Purchaser at the price RMB 28,320,000. The Purchaser defaulted in 2011 on its initial payment obligations. As a result, the Company applied to CIETAC for an arbitration for the return of the Beijing Lianhua shares due to the default of the Purchaser. The Purchaser also defaulted on its payment obligations to the Company under a separate purchase agreement for the sale of Panshi Lianhua Mountain Skiing Field Co., Ltd. to the Purchaser. The Company intends to continue its demand for the purchase price under this transaction. 2013 SECOND QUARTER MAJOR CORPORATE DEVELOPMENTS Sun Mountain Yabuli Resort Preparing for its Second Summer Operations As the 2012-2013 winter operations ended in March, there were no resorts operations in the second quarter. The 2013 summer operations started on July 5th, and finished on August 17th. Preparation work such as staffing, procurement, sanitation and equipment maintenance were undertaken in the second quarter. Updates on Loan Defaults On March 31, 2013 the Company defaulted on its third principal payment of $6.85 million (RMB40 million) under its $42.83 million (RMB250 million) loan agreement with the China Construction Bank. According to the Loan Agreement between Yabuli and Construction Bank, Construction Bank has the right to accelerate Yabuli's obligation to repay the entire unpaid principal plus interest immediately and to take legal actions to enforce on the security. Subsequently in August of 2013, the Company was made aware by the Higher People's Court of Heilongjiang Province that Construction Bank had commenced formal legal action against Yabuli to demand repayment. As of June 30, 2013, the principal and interest owing under the Construction Bank loan was $44.2 million, and the collaterals associated with the loan agreement are made up of the Company's land use rights and property and equipment with a carrying value of approximately $67.38 million. The outcome of this lawsuit cannot be accurately estimated at the time. The Company has been negotiating with Construction Bank to arrange for a debt restructuring plan, and as of the date of this release, no consensus has been arrived yet. Updates on Melco Debt Restructuring On February 8, 2012, the Company entered into a Debt Settlement Agreement with Melco Leisure and Entertainment Group Limited for the settlement of a loan in the principal of US$12 million made by Melco to the Company and a loan in the principal of US$11 million made by Melco to Mountain China Resorts Investment Limited, the Company's Cayman subsidiary, both in 2008. On May 29, 2012, the Company and Melco entered into Amended and Restated Debt Settlement Agreement to clarify details of the loan settlement mechanism and procedures to implement the settlement of the Melco Loans. Detailed settlement arrangement can be found in Note 13 of the Company's Interim Consolidated Financial Statements for the Reporting Period. On July 10, 2012, during the Company's Annual General Meeting, the Company obtained Shareholder Approval on the Agreement. The transactions contemplated under the Agreement have been approved by the TSX Venture Exchange. Settlement procedures were started in the second quarter of 2013, and the Company paid $3,01 million to MLE on May 31, 2013 as a partial fulfilment to its cash repayment obligation specified in the Agreement. As of the date of this news release, management are still in negotiation with MLE to proceed on the remaining parts of the settlement. Update on Changchun Resort On November 17, 2010, the Company announced its updates with respect to certain developments with respect to its Changchun Resort. The government of Erdao district of Changchun city in the Jilin province of the People's Republic of China holds the view that the Changchun Resort, is still owned by the government and it may, through Changchun Lianhua Mountain Agricultural Project Development Company Limited, manage the same to the Company's exclusion. The Company disagrees with the Erdao Government's position. However, because of CCL Agricultural's and the Erdao Government's actions, the Company has been deprived of management of the Changchun Resort. As a result of the foregoing, the Company has lost control of the Changchun Resort and has therefore written off the full value of the assets and liabilities of Changchun Resort and reported it as a loss from discontinued operations as of December 31, 2010. In 2011, the Company commenced legal actions against the Erdao Government in an effort to regain control and ownership of the assets and operations. The Company's legal department has sent three letters of formal complaint to the Ministry of Commerce of the People's Republic of China in June 2012, the Erdao Government, and Jilin Lianhua Tourist Committee. Recently, the Ministry of Commerce of the People's Republic of China has assigned the case to the relevant authority named the Economic and Technological Cooperation Department of Jilin Province for further handling. After a series of negotiations, no consensus was reached. Management decided to commence a formal administrative proceeding against the government. As at June 30, 2013, management had sent several formal notice letters to the respective government offices, but no formal proceeding had been started. Update on Temporary Suspension of Trading On April 30, 2013, the Company was late in filing its Annual Filings due to the last minute requests for re-assessment of the fair value of certain assets including the villas under construction and goodwill. As a result the Company received a Cease Trade Order issued by BCSC dated May 8, 2013, and accordingly TSX Venture Exchange suspended trading in the Company's securities. Although the CTO was revoked by BCSC on May 16th, 2013 as the requested Annual Filings were filed on May 14, 2013, trading in the Company's securities has not been reinstated by the Exchange as the Exchange was reviewing the Company's status with respect to its Tier 1 Continued Listing Requirements and further clarification on status of Beijing Lianhua Mountain litigation matter, status of bank loan default and status of the debt settlement arrangement with Melco. The Company has been notified that an Exchange bulletin will be issued on reinstatement to trading after the Exchange has satisfactorily reviewed the Company for reinstatement. Board Committee Member Change The Company disclosed that Mr. Wang Lian will replace Mr. Philip Li's role as the Chairman of the Nomination Committee. Appointment of Investor Relations Manager Furthermore, the Company is pleased to announce that the Exchange has accepted the Company's filing for Ms. Lili Tian as the Company's Investor Relations Manager. Ms. Tian has worked for the Company as Investor Relations Manager since April of 2013 and is based in Beijing China. About MCR Headquartered in Beijing, Mountain China Resorts -- http://www.mountainchinaresorts.com-- is a developer of four season destination ski resorts in China. MSD PERFORMANCE: Cleared to Auction Assets Next Month ----------------------------------------------------- A Delaware bankruptcy judge on Oct. 2 approved MSD Performance Inc.'s proposed bid-procedure and cash-collateral motions, allowing the high-performance auto parts maker to pursue a going- concern sale and fund the Chapter 11 process. Marie Beaudette, writing for DBR Small Cap, reported that the judge said MSD Performance can auction its assets next month over opposition from the company's unsecured creditors and some of its lenders. Law360 reported that the official committee of unsecured creditors previously opposed both motions, but those objections had been resolved and the pleadings were being presented on a consensual basis, MSD attorney Thomas A. Howley told the court. U.S. Bankruptcy Judge Peter J. Walsh signed off on the orders without comment following a hearing in Wilmington, the report said. About MSD Performance MSD Performance, Inc., headquartered in El Paso, Texas, operates in the power sports enthusiast and professional racer markets where the company maintains leading market share positions across all of its product categories under the MSD Ignition(R), Racepak(R) and Powerteq(R) brands. The company's facilities encompass over 220,000 square feet in six buildings, five of which are located across the U.S. and one in Shanghai, China. MSD Performance and its U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6, 2013. Ron Turcotte signed the petitions as CEO. The Debtors estimated assets of at least $50 million and debts of at least $100 million. The Debtors' restructuring counsel is Jones Day. Their investment banker is SSG Advisors, LLC. The Debtors are also represented by Richards Layton and Finger, as local counsel. Logan & Co. is the claims and notice agent. MSR RESORT: Trounces Five Mile in $59-Mil. Loan Fight ----------------------------------------------------- Law360 reported that the judge overseeing the bankruptcy of Paulson & Co. Inc.'s MSR Hotels & Resorts Inc. on Oct. 2 made a sweeping rejection of the many attacks lodged by alternative investment fund Five Mile Capital Partners LLC in its efforts to collect $58.7 million it says it is owed on a loan. According to the report, the rulings appear to put an end to the long-standing battle between the parties over the sale of luxury resort assets to a Singaporean wealth fund for $1.5 billion, unless Five Mile decides to appeal. About MSR Hotels MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512) on May 8, 2013 in Manhattan. MSR Hotels & Resorts, formerly known as CNL Hospitality Properties, Inc., and as CNL Hotels & Resorts, Inc., listed $500,001 to $1 million in assets, and $50 million to $100 million in liabilities in its petition. Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the Debtor. MSR Resorts sought Chapter 11 bankruptcy to thwart a lawsuit by lender Five Mile Capital Partners that claims it is owed tens of millions of dollars related to the recent sale of several luxury resorts. MSR Hotels will seek to sell its remaining assets and wind down. MSR Hotels, formerly known as CNL Hotels & Resorts Inc., owned a portfolio of eight luxury hotels with over 5,500 guest rooms. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated with Winthrop Realty Trust, and affiliates of Capital Trust, Inc. Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts before the Jan. 28 foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 bankruptcy by the Paulson and Winthrop joint venture affiliates. Then known as MSR Resort Golf Course LLC, the company and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1, 2011. The resorts subject to the 2011 filings were Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. In the 2011 petitions, the five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010. In its 2011 schedules, MSR Resort disclosed $59,399,666 in total assets and $1,013,213,968 in total liabilities. In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., acted as the Debtors' financial advisor. Kurtzman Carson Consultants LLC acted as the Debtors' claims agent. The Official Committee of Unsecured Creditors in the 2011 case was represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP, in New York. In March 2012, the Debtors won Court approval to sell the Doral Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald Trump's Trump Organization LLC, for $150 million. An auction was held in February that year but no other bids were received. The 2011 Debtors won approval of a bankruptcy-exit plan in February this year. That plan was predicated on the sale of the remaining four resorts by the Government of Singapore Investment Corp. -- the world's eighth-largest sovereign wealth fund, according to the Sovereign Wealth Fund Institute -- for $1.5 billion. U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases, overruled Plan objections by the U.S. Internal Revenue Service and investor Five Mile. The IRS and Five Mile alleged that the sale created a tax liability of as much as $331 million that may not be paid. Bloomberg News reported that the exit plan provides for repayment of 96% of secured debt and 100% of general unsecured debt. Five Mile stood to lose about $58 million, including investments by pension funds and other parties, David Friedman, Esq., a lawyer for Five Mile, said during the Plan approval hearing, according to Bloomberg. That Plan was declared effective on Feb. 28, 2013. On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR Hotels in New York state court, alleging they (i) mishandled the company's intellectual property and other assets in a bankruptcy sale, and failed to get the best price for the assets, and (ii) owe Five Mile $58.7 million on a loan. According to a Reuters report, Five Mile seeks $58.7 million representing sums owed, including interest and costs, plus at least $100 million for breach of fiduciary duty, gross negligence and corporate waste. MUSTANG MARKET: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: Mustang Market, LLC 12155 I 80 EAST Sparks, NV 89434 Case No.: 13-51942 Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Hon. Bruce T. Beesley Debtor's Counsel: Alan R Smith, Esq. 505 RIDGE ST Reno, NV 89501 Tel: (775) 786-4579 Email: mail@asmithlaw.com Total Assets: $1.01 million Total Liabilities: $1.82 million The petition was signed by Davinder Bajwa, manager. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb13-51942.pdf NEIMAN MARCUS: S&P Lowers CCR to 'B' & Rates $2.95BB Loan 'B' ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Dallas-based Neiman Marcus Group Inc. to 'B' from 'B+'. Concurrently, S&P is assigning a 'B' issue-level rating to Mariposa Merger Sub LLC's (the borrower of the debt) new $2.95 billion term loan with a '3' recovery rating indicating its expectation of meaningful (50%-70%) recovery in the event of default. S&P is also assigning 'CCC+' issue-level ratings to Mariposa's new $960 million senior cash pay notes and $600 million PIK notes with recovery ratings of '6' indicating its expectation of negligible (0%-10%) recovery in the event of default. The outlook is stable. "At the same time, we lowered the existing senior secured issue level rating to 'B' from 'B+' and our existing subordinated issue- level rating to 'CCC+' from 'B-' while maintaining our '3' and '6' recovery ratings, respectively. Upon close of the transaction, we would expect to withdraw the issue level and recovery ratings on the existing debt that is being repaid in full. All ratings have been removed from CreditWatch, where we placed them with negative implications on Sept. 10, 2013," S&P said. "The ratings on Neiman Marcus incorporate our assessment of a 'fair' business risk profile, 'highly leveraged' financial risk profile, and 'adequate' liquidity," said Standard & Poor's credit analyst David M. Kuntz. S&P's stable rating outlook on The Neiman Marcus Group reflects its expectation that performance will continue over the next year, with EBITDA growth in the mid-single digits. S&P believes further modest growth in same-store sales and substantial increases in online revenue will propel top-line gains in the mid-single digits. S&P forecasts margins to remain relatively consistent as investments in infrastructure and technology initiatives offset positive operating leverage. In S&P's view, the company's credit protection measures will remain commensurate with a highly leveraged financial risk profile over the next year with leverage of about 7x. S&P could lower the rating if an unexpected drop in luxury retail spending leads to a reduction in sales and an increase in promotional activity. Under this scenario, sales would essentially be flat to slightly down, and margins would erode by more 50 basis points. At that time, leverage would be about 8x or so, and free operating cash flow would be less than half of what S&P has forecasted. It is unlikely that S&P would raise the rating on Neiman Marcus over the next 12 months given its erosion of its credit protection measures due to its recent LBO. Any positive ratings momentum would be predicated on a meaningful reduction in leverage to the low 5x area. In order for this to occur, EBITDA would have to be about 30% ahead of our forecast over the next year. NEW YORK CITY OPERA: Files for Chapter 11 Protection ---------------------------------------------------- New York City Opera, Inc., sought Chapter 11 bankruptcy protection on Thursday, Oct. 3 (Bankr. S.D.N.Y. Case No. 13-13240), listing between $1 million and $10 million in both assets and debts. The petition was signed by George Steel, general manager and artistic director. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, serves as the opera's counsel. Ewenstein Young & Roth LLP serves as special counsel. Cultural Entertainment Marilyn Bechtel, writing for People's World, reports that when the company was founded nearly 70 years ago, then-Mayor Fiorello LaGuardia promised it would provide "cultural entertainment at moderate prices," in contrast to the Metropolitan Opera, which served a predominantly upper class audience. And though it often faced financial difficulties, the company lived up to that role, offering innovative performances and providing launching pads for some of the finest U.S. opera singers, including soprano Beverly Sills and tenor Placido Domingo. According to People's World, in recent years the opera's difficulties had become especially acute, resulting in a season once featuring as many as 130 performances slashed to just 16 last year. In 2011 Artistic Director George Steel moved the company out of its longtime home at Lincoln Center, a move intended to save money, but sharply criticized by the unions representing singers, instrumentalists, directors and stage managers as contributing to further deterioration in the company's financial situation. The report says Tino Gagliardi, president of American Federation of Musicians Local 802, which represents NYCO's orchestra musicians, blamed the move from Lincoln Center and the decision to slash the season for the company's financial crash. He pointed out that though they strongly disagreed with the move, the "devoted musicians made great sacrifices in wages and benefits to keep the Opera afloat," including accepting replacement of the former 29- week guaranteed season with payment by rehearsal and performance. The report relates Gail Kruvand, assistant principal bass player with the opera's orchestra and an ex-officio member of NYCO's board, told the Village Voice that at Lincoln Center the company had "everything under one roof" -- offices, rehearsal space, costume and wig shops as well as a theater -- for $4.5 million a year. After the move, she said, "We have no home. We have no sets . . . They were sold. Our music library was destroyed in the Superstorm Sandy flooding. The company has been systematically dismantled." Ms. Kruvand said the opera musicians "look forward to playing opera together again," though she did not know how that might be possible. The report also says New York city's current mayor, Michael Bloomberg -- a billionaire who has supported City Opera in the past -- cynically told reporters that neither he nor the city would help in the present situation because NYCO's "business model doesn't seem to be working." $7.7 Million in Assets Michael Cooper, writing for The New York Times, reported that New York City Opera said in court papers filed in United States Bankruptcy Court in the Southern District of New York that its assets were worth $7.7 million -- which includes the remainder of its endowment and some pledges that have not been received -- and that it had liabilities of $5.6 million, including pension obligations. The company said in court papers that it was evaluating the restrictions on the endowment fund and that it would not withdraw money from it without court permission. The filings show in stark legalese the death throes of the company that George Steel, its final general manager, describes in court papers as "one of America's pre-eminent cultural institutions," the report related. The troupe, which balanced its budget over the last two years, still had an accumulated deficit of $44 million as of last year, the filing said. Its endowment, which was once $55 million, had dwindled to around $4.5 million. "Because of N.Y.C. Opera's lack of liquidity, pension obligations and the many other issues listed above, N.Y.C. Opera made the difficult but necessary decision to file for Chapter 11 protection," Mr. Steel said in court papers, the report further related. City Opera's biggest listed creditor after its pensions is its former housemate, New York City Ballet, the company with which it shared a Lincoln Center home for decades, the report added. City Ballet has a $1.6 million claim, according to the bankruptcy filing, related to City Opera's 2011 departure from the performance space they shared, the David H. Koch Theater. The opera's other creditors included former chorus members who are owed severance pay, the musicians' health benefits fund and the landlord of the offices that the company moved to in Lower Manhattan after leaving Lincoln Center. NEW YORK CITY OPERA: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: New York City Opera, Inc. 75 Broad Street, suite 1010 New York, NY 10004 Case No.: 13-13240 Chapter 11 Petition Date: October 3, 2013 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Debtor's Counsel: Kenneth A. Rosen, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Rosaland, NJ 07068 Tel: (973) 597-2548 Fax: (973) 597-2549 Email: krosen@lowenstein.com Debtor's Special Counsel: Ewenstein Young & Roth LLP Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by George Steel, general manager and artistic director. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb13-13240.pdf NGL ENERGY: Fitch Assigns 'BB' Issuer Default Rating ---------------------------------------------------- Fitch Ratings has assigned an initial Issuer Default Rating (IDR) for NGL Energy Partners LP (NGL Energy) of 'BB'. Fitch expects to assign a rating of 'BB-' to the planned issuance of $400 million senior unsecured notes due 2021. The notes are to be co-issued by NGL Energy Finance Corp. which also has an initial IDR of 'BB' and an expected rating of 'BB-' for the proposed new unsecured notes. Proceeds from the bond offering are to be used to reduce borrowings on the secured revolving credit facility and for general partnership purposes such as capital expenditures and potential acquisitions. The Outlook for both entities is Stable. Key Ratings Drivers The 'BB' rating is supported by NGL's strategy to operate with low leverage, its strong distribution coverage, and diverse operations which are located throughout the U.S. Since NGL has significant senior secured debt ahead of the planned senior unsecured debt, the new senior unsecured debt is notched down one to 'BB-'. Concerns include NGL's lack of operating history and growth through multiple acquisitions over a short period of time. Fitch believes that acquisitions will continue to be significant for NGL as it seeks to expand its operations and increase distributions paid to unitholders. Other concerns include low EBITDA margins, which should expand as the company seeks to grow higher margin businesses, and the weather-linked volatility associated with the company's retail propane business. Diverse operations: NGL's assets are diverse and are comprised of crude logistics (32% of FY2013 EBITDA excluding G&A), water treatment and processing (17%), NGL logistics (21%), and retail propane (30%). Furthermore, its assets are located throughout the U.S. Recent acquisitions in FY2014 have been in the water treatment and crude logistics segment. These are higher margin segments which should improve NGL's overall EBITDA margins going forward. Liquidity: As of June 30, 2103, availability to draw on the $1.05 billion secured bank agreement was $456 million. The bank agreement is comprised of two facilities: a $325 million working capital facility which is restricted by a borrowing base and a $725 million expansion capital facility. As of June 30, 2013, the borrowing base did not restrict availability on the working capital facility. Capacity was $175 million. The expansion capital facility had capacity of $281 million. In addition to the bank agreement having borrowing base restrictions on the working capital revolver, financial covenants do not allow leverage (as defined by the bank agreement) to exceed 4.25x. With permitted acquisitions, this temporarily increases to 4.5x. As of June 30, 2013 the bank-defined leverage ratio was approximately 3.0x. Interest coverage must exceed 2.75x and it was approximately 7.0x at June 30, 2013. In addition to the working capital borrowings and letters of credit being excluded from the leverage calculation, NGL gets pro forma EBITDA credit for acquisitions, which is typical for master limited partnership (MLP) bank agreements. Fitch expects NGL will continue to generate credit ratios which provide it with sufficient covenant cushion for the bank agreement. NGL does not have any debt maturities until 2017 when the bank agreement expires. With access to capital markets and availability on the revolver, Fitch expects NGL to have adequate liquidity to meet its spending needs. Debt: NGL's secured debt consists of its revolver and $250 million of private placement notes due 2022. As of June 30, 2013, 97% of NGL's debt was secured. With the planned issuance of unsecured debt to reduce secured borrowings, secured debt would drop to 47% of debt on a pro forma basis. Leverage: NGL's leverage as defined by Fitch as total debt to adjusted EBITDA was 4.2x, unchanged from the end of FY2013 but a significant improvement from 6.0x at the end of FY2012. Fitch forecasts that leverage may fall to 3.25x-3.5x by the end of FY2014. Capital Expenditures: For the LTM ending June 30, 2013, NGL's total capex spending was $100 million. NGL is forecasting total capex in the range of $80 million to $92 million for FY2014. Fitch forecasts it is likely to be on the high end or above this range given NGL's recent acquisition activity. Acquisitions: The company has been an active acquirer of assets since its IPO in September 2010. Fitch forecasts acquisitions to continue to be significant in FY2014. Three were completed in July and August; a combination of cash and equity were used to fund these transactions. Historically, NGL has funded acquisitions with a balanced blend of debt and equity. In July 2013, the company issued equity units which generated $288 million in net proceeds. In September 2013, equity units generated $128 million of net proceeds. Rating Sensitivities Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Increase of size and scope of operations; -- Higher contributions to EBITDA from fee-based assets; -- Reduced leveraged (as defined by Fitch) below 2.5x over a sustained period of time. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Reduced liquidity; -- Deterioration of EBITDA, which could result from the propane business; -- Significant increases in capital spending beyond Fitch's expectations or further acquisition activity that has negative consequences for the credit profile (e.g. if not funded with a balance of debt and equity); -- Increased adjusted leverage beyond 5.0x for a sustained period of time. NGL ENERGY: Moody's Assigns Ba3 CFR & Rates Sr. Unsecured Notes B2 ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to NGL Energy Partners LP (NGL), including a Ba3 Corporate Family Rating (CFR), a Ba3-PD Probability of Default Rating (PDR) and a B2 rating to the company's proposed senior unsecured notes due 2021. Moody's also assigned an SGL-3 Speculative Grade Liquidity Rating reflecting adequate liquidity. The rating outlook is stable. Net proceeds from the note offering will be used to repay borrowings under NGL's revolving credit agreement and for general corporate purposes, including capex and potential acquisitions. Assignments: Issuer: NGL Energy Partners LP Corporate Family Rating, Assigned Ba3 Probability of Default Rating, Assigned Ba3-PD Speculative Grade Liquidity Rating, Assigned SGL-3 Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5, 84%) Ratings Rationale "NGL Energy Partners' Ba3 Corporate Family Rating is underpinned by its conservative financial policies, specifically low leverage and high distribution coverage; diversified and partially vertically integrated operations across several key US oil and gas basins that reduce cash flow volatility; a high level of fee-based cash flows from its water service, terminal/storage and logistics businesses; and a seasoned management team that has a significant ownership stake", said Sajjad Alam, Moody's Analyst. "The ratings are restrained by NGL's limited scale relative to higher rated midstream peers; significant exposure to the weather, throughput volumes, and oil and NGL price differentials; service-focused business model that have low barriers to entry and are easily substitutable; and limited operating history in its current corporate form. The Ba3 rating also considers NGL's Master Limited Partnership (MLP) structure and highly acquisitive nature that demand strong operational execution and frequent external financing. " The proposed unsecured notes are rated B2, two notches below the Ba3 CFR because of the large proportion of secured debt in NGL's capital structure. NGL has $1.3 billion of secured obligations that have an all-asset pledge and a priority claim over unsecured lenders. Hence the wider-than-usual notching between the CFR and the notes. In order for the notching to narrow to one rating level, the relative proportion of secured claims would need to approach 1:1 relative to unsecured liabilities. The notes will be jointly issued by NGL Energy Partners LP and its wholly owned subsidiary NGL Energy Finance Corp. NGL should have adequate liquidity through 2014 which is captured in our assigned SGL-3 rating. The partnership will produce negative free cash flow after capex and distributions and will likely use the working capital facility to cover any funding shortfall. Acquisitions will be funded with a mix of debt and equity as indicated above. NGL has a $325 million revolving working capital facility and a $725 revolving acquisition facility, both of which will have significant availability after issuance of the proposed note. The partnership's alternate liquidity is limited given all of its assets are encumbered by its credit facility. The liquidity profile is further restrained by the MLP structure, which obligates NGL to payout all available cash after operating expenses, debt service and maintenance capital expenditures. The stable outlook assumes NGL will maintain a conservative leverage profile to offset its higher business risks and finance future acquisitions with at least 50% equity. Greater scale alongside increased fee-based cash flows generated under long term contracts would be viewed positively for the rating. An upgrade is possible if NGL can achieve a run rate annual EBITDA in excess of $500 million while holding leverage (adjusted debt to EBITDA) near 2.5x and distribution coverage (FFO -- Maintenance capex / Distributions) above 1.5x. The CFR could be downgraded if leverage approaches 4x. This is most likely to arise from a large leveraging acquisition or a steep decline in cash flows. The principal methodology used in this rating was the Global Midstream Energy Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Tulsa, Oklahoma, NGL Energy Partners LP is a publicly traded MLP with diversified midstream assets in several prominent oil and gas basins in North America. NGL ENERGY: S&P Assigns 'BB-' CCR & Rates $400MM Notes 'BB-' ------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'BB-' corporate credit rating to NGL Energy Partners L.P. (NGL). At the same time, S&P assigned a 'BB-' issue-level rating and a '3' recovery rating to NGL's $400 million senior unsecured notes due 2021. NGL expects to use the net proceeds of this offering to reduce borrowings under its senior secured revolving credit facility. The '3' recovery rating indicates that lenders can expect meaningful (50% to 70%) recovery of principal if a payment default occurs. The outlook is stable. "We base the rating on NGL on the consolidated business and financial risk profiles of its various subsidiaries. NGL's credit quality reflects a 'weak' business risk profile and a 'significant' financial risk profile as our criteria define the terms," said Standard & Poor's credit analyst Mike Llanos. The "weak" business risk profile reflects a high percentage (about 50%) of fee-based cash flow, a lack of long-term contracts, and the partnership's limited track record operating a collection of separate and distinct businesses in highly competitive markets. The "significant" financial risk profile reflects moderate financial leverage, an aggressive growth strategy, and the credit constraints inherent to the master limited partnership (MLP) structure. The stable outlook reflects S&P's expectation that NGL will successfully integrate its recent acquisitions, maintain adequate liquidity, and keep an adjusted debt-to-EBITDA ratio in the low- to-mid 3x range. S&P could lower the ratings if the partnership underperforms, such that liquidity becomes constrained or total debt-to-EBITDA is above 4x for a sustained period or if the partnership's business risk profile weakens as a result of more commodity price risk. Although higher ratings are unlikely in the next 12 to 24 months, S&P could consider them over time if the partnership increases its scale and diversity, improves the quality of its cash flows through longer-term contracts, and maintains a conservative financial policy, with debt-to-EBITDA below 2.5x and robust distribution coverage above 1.2x. NIRVANIX INC: Files for Chapter 11 Bankruptcy --------------------------------------------- Deborah Gageg, writing for The Wall Street Journal, reported that cloud storage company Nirvanix Inc. on Oct. 1 filed for Chapter 11 bankruptcy in Delaware federal court, the culmination of a startling flop for what was once seen as a high-flier among cloud startups. According to the report, the filing comes on the heels of a notice the company posted on its website last week saying that it was working with International Business Machines Corp. to either return customers' data or help them move it to another cloud storage provider and would try to be available through October 15. Nirvanix had raised more than $70 million in venture capital since its founding in 2007, according to VentureWire records, the report related. In May 2012 after the last funding round, which was $25 million, former Chief Executive Scott Genereux told VentureWire that Nirvanix was growing and headed toward profitability and a possible IPO. Its largest equity holders are Khosla Ventures and TriplePoint Capital, which may provide debtor-in-possession financing to keep the company running, according to the bankruptcy filing, the report said. Such financing would also give Khosla and TriplePoint priority over other debt and equity claims. The company reported assets of between $10 million and $50 million and liabilities in that same range, according to the filing, the report further related. Nirvanix's top creditor is Dell Marketing LP, which is owed more than $407,000. Other creditors among the top 20 listed include several data center providers, several software companies including Salesforce.com Inc., and the industry analyst Gartner Inc., the bankruptcy documents said. NIRVANIX INC: Dell Financial Rips Proposed $1-Mil. DIP Loan ----------------------------------------------------------- Law360 reported that Dell Financial Services LLC, one of the Nirvanix Inc. bankruptcy's largest creditors, blasted the cloud storage firm's proposed $1 million debtor-in-possession loan on Oct. 3, arguing it shifts much of the case's risk onto DFS by allowing Nirvanix to continue using leased equipment without assuring payments. According to the report, DFS, which says it's already owed $12.4 million for the use of the bulk of the equipment Nirvanix ran its cloud-based systems on, contends that without adequate assurance it will be paid its monthly lease bill, DFS is essentially funding the Chapter 11 case. Cloud storage company Nirvanix, Inc., based in San Diego, California, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtor is represented by Norman L. Pernick, Esq., Marion M. Quirk, Esq., and Patrick J. Reilley, Esq., at COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, PA. Cooley LLP serves as the Debtor's special corporate counsel. Arch & Beam Global LLC serves as the Debtor's financial advisor. Epiq Systems Inc. is the Debtor's claims and noticing agent. The Debtor disclosed estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. The petition was signed by Debra Chrapaty, CEO. NNN 123: Case Summary & 4 Unsecured Creditors --------------------------------------------- Debtor entities filing separate Chapter 11 petitions: Entity Case No. ------ -------- NNN 123 North Wacker, LLC 13-39210 1551 North Tustin Avenue, Suite 200 Santa Ana, CA 92705 NNN 123 North Wacker Member, LLC 13-39240 1551 North Tustin Avenue, Suite 200 Santa Ana, CA 92705 Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jack B. Schmetterer Debtor's Counsel: Andrea Johnson Frost, Esq. KAYE SCHOLER LLC 70 West Madison Street, Suite 4100 Chicago, IL 60602 Tel: 312-583-2300 Email: andrea.frost@kayescholer.com - and - Donald T Nurnberg, Esq. KAYE SCHOLER LLC 70 W Madison Street, Suite 4100 Chicago, IL 60602 Tel: 312 583-2313 Email: tyler.nurnberg@kayescholer.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $100 million to $500 million The petition was signed by Todd Mikles, authorized agent. NNN 123 North Wacker, LLC's List of four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank, NA Unsecured unknown deficiency claim TNP Property Manager LLC Property management unknown 123 Wacker Contribution Promissory Note unknown LLC Thompson National Promissory Note unknown Properties, LLC NNN PARKWAY 400 14: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: NNN Parkway 400 14, LLC c/o Law Office of Christine E. Baur 4653 Carmel Mountain Rd., Suite 308 #332 San Diego, CA 92130 Case No.: 13-18271 Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Theodor Albert Debtor's Counsel: Evan D Smiley, Esq. WEILAND, GOLDEN, SMILEY ET. AL 650 Town Center Dr Ste 950 Costa Mesa, CA 92626 Tel: 714-966-1000 Fax: 714-966-1002 Email: esmiley@wgllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mubeen Aliniazee, restructuring officer. Pending bankruptcy cases of affiliates: Debtor Case No. ------ -------- NNN Parkway 400 26, LLC 12-24593 NNN Parkway 400 2, LLC 13-16598 NNN Parkway 400 3, LLC 13-16603 NNN Parkway 400 4, LLC 13-16608 NNN Parkway 400 5, LLC 13-16611 NNN Parkway 400 6, LLC 13-16612 NNN Parkway 400 7, LLC 13-16614 NNN Parkway 400 8, LLC 13-16616 NNN Parkway 400 9, LLC 13-16617 NNN Parkway 400 10, LLC 13-16706 NNN Parkway 400 11, LLC 13-16621 NNN Parkway 400 12, LLC 13-16623 NNN Parkway 400 13, LLC 13-16627 NNN Parkway 400 15, LLC 13-16628 NNN Parkway 400 16, LLC 13-16633 NNN Parkway 400 17, LLC 13-16634 NNN Parkway 400 18, LLC 13-16635 NNN Parkway 400 19, LLC 13-16636 NNN Parkway 400 20, LLC 13-16637 NNN Parkway 400 22, LLC 13-16638 NNN Parkway 400 23, LLC 13-16639 NNN Parkway 400 25, LLC 13-16641 NNN Parkway 400 26, LLC 12-24593 NNN Parkway 400 28, LLC 13-16642 NNN Parkway 400 29, LLC 13-16643 NNN Parkway 400 30, LLC 13-16645 NNN Parkway 400 31, LLC 13-16646 NNN Parkway 400 32, LLC 13-16696 NNN Parkway 400 33, LLC 13-16697 NNN Parkway 400 35, LLC 13-16649 List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fulton County Tax Taxes $360,000 Commissioner P.O. Box 105052 Atlanta, GA 30348-5052 Zodlac Data Systems, Inc. Security Deposit $100,000 GXS, Inc. Security Deposit $80,252 Media Brokers Int'l Inc. Security Deposit $38,874 Georgia Power Company Services $22,500 Charter Communications Security Deposit $15,789 Holding Mangan Inc. Security Deposit $10,650 Jemm Investments, Inc. Security System $10,275 Jemm Investments, Inc. HVAC System $10,147 Dayforce Inc. Security Deposit $10,053 Unique Building Security Deposit $8,000 Maintenance Admin America Security Deposit $6,843 Frederick Swanston, Inc. Security Deposit $6,560 Web Industries, Inc. Security Deposit $5,250 Polaris Associates, Inc. Security Deposit $4,083 Planmark Financial Group Security Deposit $3,935 Urey Companies, LLC Security Deposit $3,683 Fulton County Finance - $3,000 Allied Insurance Co. Insurance $3,000 Mirabeland Investments Security Deposit $2,681 Inc. NORTHWEST PARTNERS: Court Enters Final Decree Closing Ch. 11 Case ----------------------------------------------------------------- The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada has entered a final decree closing the Chapter 11 case of Northwest Partners. Alan R. Smith, Esq., on behalf of the Debtor, requested for the final decree closing the estate and an order discharging the Debtor. As reported in the Troubled Company Reporter on July 5, 2013, Judge Bruce T. Beesley entered an order vacating the order revoking confirmation of the First Amended Plan of Reorganization of the Debtor and reinstating, in full, the order confirming the First Amended Plan. As reported in the TCR on April 1, 2013, the Plan provides that the current general partners of the Debtor will contribute such funds as are necessary to implement the Plan. A copy of the Amended Plan is available for free at: http://bankrupt.com/misc/NORTHWEST_PARTNERS_planamendment.pdf About Northwest Partners Northwest Partners owns the 268-unit Austin Crest Apartment in Northwest Reno, Nevada. It filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011. Judge Bruce T. Beesley oversees the case. The Debtor scheduled $13,513,361 in assets and $14,135,158 in liabilities. The petition was signed by Robert F. Nielsen, president of IDN I, the Debtor's general partner. Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno, Nev., represents the Debtor as counsel. Attorneys at Snell & Wilmer L.L.P., in Las Vegas, Nev., represent Fannie Mae as counsel. Under a Plan filed in the case, the Debtor will continue to operate its business of leasing its property post-confirmation. The income generated will be used to fund the Plan. The equity owners of the Debtor will contribute funds as are necessary to implement the Plan. OASIS PETROLEUM: S&P Raises Corporate Credit Rating to 'BB-' ------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its corporate credit rating on Houston-based exploration and production (E&P) company Oasis Petroleum Inc. to 'BB-' from 'B+'. At the same time, S&P affirmed the 'B' issue-level rating on the company's senior unsecured debt and revised the recovery rating to '6' from '5'. S&P removed the ratings from CreditWatch with positive implications, where they had been placed on Sept. 6, 2013. The outlook is stable. The upgrade reflects Oasis' improved scale of operations following the close of these acquisitions. The acquired assets are contiguous to Oasis' current acreage in the Williston basin and will bring the company's total acreage in the region to close to 500,000 net acres, and total proved reserves and production to about 215 million barrels of oil equivalent (boe) and 43,000 boe per day, respectively. S&P believes these acquisitions enhance Oasis' business risk profile through added scale and growth potential. Despite the fully debt-financed nature of these transactions, S&P expects that debt to EBITDA will remain appropriate for the rating in the next couple of years, at less than 3.5x, as the company continues to expand production and benefits from robust oil prices. Finally, despite S&P's expectation of significant negative free cash flows next year and this year, it assess the company's liquidity position as "adequate" following Oasis' recent $1 billion notes issuance. "The outlook is stable, reflecting our view that the company should be able to fund its aggressive growth strategy and preserve credit protection measures appropriate for the rating category," said Standard & Poor's credit analyst Christine Besset. S&P would consider a negative rating action if the company materially increased its capital spending or made debt-financed acquisitions causing leverage to exceed 3.75x for an extended period of time. An upgrade is unlikely over the next 12 months given S&P's assessment of the company's relatively modest scale, somewhat high percentage of proved undeveloped reserves, and limited geographic diversity. ONCURE HOLDINGS: Noteholders File Statement of Support ------------------------------------------------------ BankruptcyData reported that OnCure Holdings' ad Hoc group of second lien noteholders filed with the U.S. Bankruptcy Court a statement in support of confirmation of the Company's Plan of Reorganization. The statement explains, "The Ad Hoc Group has indisputably played a crucial role in the formulation of these Chapter 11 Cases. More specifically, some or all of the members of the Ad Hoc Group, inter alia: (1) prior to the Petition Date, provided a $15 million bridge facility to the Debtors to enable the Debtors to make the November 15, 2012 interest payment on the Prepetition Secured Notes (which thereby avoided a free-fall bankruptcy scenario and provided the Debtors the necessary liquidity and time to conduct fulsome restructuring discussions and a thorough sale marketing effort) (2) also prior to the Petition Date, entered into the Restructuring Support Agreement with the Debtors to support a dual-track process for either a stand-alone restructuring or a sale and (3) in connection with the commencement of the Chapter 11 Cases, provided the Debtors with a $25 million debtor-in- possession financing facility....Indeed, the Plan that the Debtors seek to confirm represents the culmination of many months of extensive prepetition and postpetition negotiations among the Debtors, the Ad Hoc Group and the Investor. Ultimately, the class of Prepetition Secured Noteholders - the only class entitled to vote under the Plan, of which the Ad Hoc Group represents 80.7% in aggregate principal amount - has overwhelmingly voted in favor of the Plan, notwithstanding the fact that under the Plan the Prepetition Secured Notes, whose claims and liens extend to substantially all of the Debtors' assets, are projected to receive a recovery under the Plan that is materially less than the face amount of such claims...the Ad Hoc Group respectfully submits that the Plan, including the releases contained therein, should be confirmed and the outstanding objections thereto overruled." About OnCure Holdings Headquartered in Englewood, Colorado, OnCure Holdings, Inc. -- http://www.oncure.com/-- provides management services and facilities to oncology physician groups throughout the country. OnCure Holdings and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in Wilmington on June 14, 2013. Bradford C. Burkett signed the petition as CEO. On the Petition Date, the Debtors disclosed total assets of $179,327,000 and total debts of $250,379,000. There's at least $15 million owing on a first-lien term loan facility, as well as $210 million on prepetition secured notes. Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP, in New York, serve as the Debtors' lead bankruptcy counsel. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger P.A., in Wilmington, Delaware, serves as the Debtors' local Delaware counsel. Kurtzman Carson Consultants is the claims and notice agent. Match Point Partners LLC provides management services to OnCure. The Debtors have signed a deal to sell the business to Radiation Therapy Services Holdings Inc. for $125 million, absent higher and better offers. RTS's offer comprises $42.5 million in cash (plus covering certain expenses and subject to certain working capital adjustments) and up to $82.5 million in assumed debt. Secured noteholders are supporting the RTS deal. Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and Deloitte advise Radiation Therapy in connection with the transaction. Promptly before the bankruptcy filing, the Debtors entered into a restructuring support agreement with the members of an ad hoc committee of its secured notes, constituting 100% of the lenders under the first lien term loan credit agreement and approximately 73% of the secured notes, pursuant to which they have agreed to support a stand-alone restructuring of the Debtors, subject to an auction process for a sale of substantially all of the Debtors' assets or the equity of the reorganized Debtors pursuant to a chapter 11 plan. Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court that she was unable to appoint an official committee of unsecured creditors due to insufficient response from creditors. ONCURE HOLDINGS: Gets Green Light for Reorg. Plan, $125MM Sale -------------------------------------------------------------- Law360 reported that a Delaware bankruptcy judge on Oct. 3 confirmed OnCure Holdings Inc.'s Chapter 11 plan, a reorganization that calls for a $125 million sale of the private equity-owned company and its network of oncology treatment centers to Radiation Therapy Services Holdings Inc. According to the report, U.S. Bankruptcy Judge Kevin Gross overruled a pair of objections and gave his blessing to the plan, under which RTS will acquire all the equity in a reorganized OnCure. Senior secured noteholders, the lone creditor class eligible to vote, were "overwhelmingly in favor of the plan," the report related. About OnCure Holdings Headquartered in Englewood, Colorado, OnCure Holdings, Inc. -- http://www.oncure.com/-- provides management services and facilities to oncology physician groups throughout the country. OnCure Holdings and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in Wilmington on June 14, 2013. Bradford C. Burkett signed the petition as CEO. On the Petition Date, the Debtors disclosed total assets of $179,327,000 and total debts of $250,379,000. There's at least $15 million owing on a first-lien term loan facility, as well as $210 million on prepetition secured notes. Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP, in New York, serve as the Debtors' lead bankruptcy counsel. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger P.A., in Wilmington, Delaware, serves as the Debtors' local Delaware counsel. Kurtzman Carson Consultants is the claims and notice agent. Match Point Partners LLC provides management services to OnCure. The Debtors have signed a deal to sell the business to Radiation Therapy Services Holdings Inc. for $125 million, absent higher and better offers. RTS's offer comprises $42.5 million in cash (plus covering certain expenses and subject to certain working capital adjustments) and up to $82.5 million in assumed debt. Secured noteholders are supporting the RTS deal. Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and Deloitte advise Radiation Therapy in connection with the transaction. Promptly before the bankruptcy filing, the Debtors entered into a restructuring support agreement with the members of an ad hoc committee of its secured notes, constituting 100% of the lenders under the first lien term loan credit agreement and approximately 73% of the secured notes, pursuant to which they have agreed to support a stand-alone restructuring of the Debtors, subject to an auction process for a sale of substantially all of the Debtors' assets or the equity of the reorganized Debtors pursuant to a chapter 11 plan. Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court that she was unable to appoint an official committee of unsecured creditors due to insufficient response from creditors. ONCURE HOLDINGS: Creditors Accept Company's Exit Plan ----------------------------------------------------- Stephanie Gleason, writing for DBR Small Cap, reported that creditors of OnCure Holdings Inc. have voted to accept the radiation center operator's bankruptcy-exit plan, which pays bondholders with proceeds from a $125 million sale of the company's assets. According to the report, the vote allows OnCure to tick off another item on its restructuring checklist. On Thursday, the company will ask the U.S. Bankruptcy Court in Wilmington, Del., for its approval of this plan, which will essentially conclude OnCure's Chapter 11 case. The holders of more than $205.5 million in bonds voted overwhelmingly in support of the plan, according to a tabulation filed on Sept. 30, the report related. The holder of only one claim, valued at $9,000, voted against the plan. The Bankruptcy Code requires that at least half by number and two-thirds by bond amount of the creditors back a bankruptcy-exit plan for the court to confirm it. OnCure's bankruptcy-exit plan pays its lender, owed $15 million, in full, the report said. Unsecured creditors and current equity holders are being wiped out. As a result of this payment structure, these three classes weren't allowed to vote on the plan, as the lender was "deemed to accept" the plan and the other two were "deemed to reject" it. The largest unsecured creditor in the case is also OnCure's owner, private-equity firm Genstar Capital LLC. The firm acquired OnCure in 2006, and its unsecured claim is for $2.1 million in management fees, according to court papers. About OnCure Holdings Headquartered in Englewood, Colorado, OnCure Holdings, Inc. -- http://www.oncure.com/-- provides management services and facilities to oncology physician groups throughout the country. OnCure Holdings and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in Wilmington on June 14, 2013. Bradford C. Burkett signed the petition as CEO. On the Petition Date, the Debtors disclosed total assets of $179,327,000 and total debts of $250,379,000. There's at least $15 million owing on a first-lien term loan facility, as well as $210 million on prepetition secured notes. Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP, in New York, serve as the Debtors' lead bankruptcy counsel. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger P.A., in Wilmington, Delaware, serves as the Debtors' local Delaware counsel. Kurtzman Carson Consultants is the claims and notice agent. Match Point Partners LLC provides management services to OnCure. The Debtors have signed a deal to sell the business to Radiation Therapy Services Holdings Inc. for $125 million, absent higher and better offers. RTS's offer comprises $42.5 million in cash (plus covering certain expenses and subject to certain working capital adjustments) and up to $82.5 million in assumed debt. Secured noteholders are supporting the RTS deal. Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and Deloitte advise Radiation Therapy in connection with the transaction. Promptly before the bankruptcy filing, the Debtors entered into a restructuring support agreement with the members of an ad hoc committee of its secured notes, constituting 100% of the lenders under the first lien term loan credit agreement and approximately 73% of the secured notes, pursuant to which they have agreed to support a stand-alone restructuring of the Debtors, subject to an auction process for a sale of substantially all of the Debtors' assets or the equity of the reorganized Debtors pursuant to a chapter 11 plan. Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court that she was unable to appoint an official committee of unsecured creditors due to insufficient response from creditors. ORAGENICS INC: To Develop Genetically Modified Probiotics --------------------------------------------------------- Oragenics, Inc., and Intrexon Corporation announced the establishment of an Exclusive Channel Collaboration to develop and commercialize genetically modified probiotics for the treatment of diseases of the oral cavity, throat, sinus and esophagus. The team is expected to initially focus on therapies for Beh‡et's disease and aphthous stomatitis. The collaborators will utilize their technical and clinical expertise with genetically modified oral microbes to pursue a novel, short-term therapeutic agent. The ECC plans to design genetically modified probiotics that will work orally, administered in, for example, lozenge form rather than through the digestive system - thereby increasing the probability of effective treatment outcomes. It is anticipated that the therapeutic will treat oral lesions associated with Beh‡et's, targeting pain management and functional impairment by suppressing the inflammatory response, reducing frequency of occurrence and avoiding the onset of new lesions. The same treatment may also be applicable in the more commonly experienced recurrent aphthuous stomatitis, better known as canker sores. Both disease states are currently only treated symptomatically and with limited success. John N. Bonfiglio, Ph.D., president and chief of executive officer of Oragenics, was motivated by the continued success of Oragenics' existing ECC with Intrexon, coupled with the potential market opportunity for a modified probiotic, to establish an additional collaboration with Intrexon. "Intrexon's cutting edge technology in gene manipulation enables us to expand our current expertise in the field of oral probiotics. Working together with Intrexon, we will capitalize upon the experience gained from our first GM microbial offering to establish a new modified probiotic that will improve the lives of currently underserved patients," Mr. Bonfiglio said. Samuel Broder, M.D., senior vice president of Intrexon's Health Sector and former Director of the National Cancer Institute was intrigued by the possibility of expanding Oragenics' oral probiotics capabilities to encompass new applications through the collaboration of Intrexon's synthetic biology expertise. "Oragenics has an expertise in oral probiotics that lays the foundation for the development of a genetically modified product, including clinical and regulatory experience," Dr. Broder said. "Their patented oral probiotic technology makes the company an ideal collaborator for the treatment of these unmet clinical needs. We look forward to deepening our already fruitful collaborative relationship to include this new therapeutic opportunity." In June 2012, Oragenics and Intrexon entered into an ECC to develop and commercialize lantibiotics, a novel class of broad- spectrum antibiotics, for the treatment of infectious diseases. The collaboration recently demonstrated initial success in producing improved titers of Oragenic's lead compound MU1140 through a genetically engineered host, progressing toward the goal of commercial production of lantibiotics. Through the new ECC, Intrexon will be responsible for technology discovery efforts, cell-engineering development, and certain aspects of the manufacturing process. Oragenics will be responsible for conducting preclinical and clinical development of candidate probiotics, as well as for other aspects of manufacturing and the commercialization of the products. Under terms of the ECC agreement: * Oragenics paid Intrexon a technology access fee of $6.0 Million at closing, payable in 1,348,000 shares of Oragenics' common stock at a value per share of $3.00 and a promissory note in the principal amount of $1,956,000. In addition, Oragenics will pay to Intrexon program costs, developmental milestone fees and commercial royalties. * Intrexon will provide access to its platform technologies and capabilities including the UltraVector(R) platform, DNA and RNA MOD engineering, cell system engineering, genome engineering, and protein engineering. Concurrently with the ECC agreement, Intrexon also purchased 1.3 Million shares of Oragenics' common stock in a private placement at a price per share of $3.00 for an aggregate purchase price of $3.9 million. The net proceeds will be used for development of key initiatives relating to Organics' probiotics program that is part of its new exclusive channel collaboration with Intrexon, and general corporate purposes. Griffin Securities acted as advisor on this transaction. About Oragenics Inc. Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/-- is a biopharmaceutical company focused primarily on oral health products and novel antibiotics. Within oral health, Oragenics is developing its pharmaceutical product candidate, SMaRT Replacement Therapy, and also commercializing its oral probiotic product, ProBiora3. Within antibiotics, Oragenics is developing a pharmaceutical candidate, MU1140-S and intends to use its patented, novel organic chemistry platform to create additional antibiotics for therapeutic use. Oragenics incurred a net loss of $13.09 million in 2012, as compared with a net loss of $7.67 million in 2011. As of June 30, 2013, the Company had $7.07 million in total assets, $1.38 million in total liabilities, all current, and $5.68 million in total shareholders' equity. ORCHARD SUPPLY: Seeks Extension of Lease Decision Deadline ---------------------------------------------------------- OSH 1 Liquidating Corporation, f/k/a Orchard Supply Hardware Stores Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the time for them to assume or reject any unexpired lease of non-residential property through and including Jan. 13, 2014. The Debtors state: "In this case, cause exists to extend the 120- day period to assume or reject the Real Property Leases. In light of the fact that the Debtors are continuing to operate GOB Sales at the Debtors' remaining lease locations and, in parallel, continue to market the rights under such leases, it would not be prudent for the Debtors to make any determinations concerning the assumption or rejection of the Real Property Leases until such time as the GOB Sales have been completed and they are certain as to the ultimate disposition of their remaining assets, including the Real Property Leases. Although the Debtors believe that most, if not all, of the Real Property Leases will ultimately be rejected, because the GOB Sales continue, the Debtors need to extend the time to assume or reject the Real Property Leases until there is certainty respecting each Real Property Lease." A hearing on the extension motion is scheduled for Oct. 21, 2013, at 11:00 a.m. EDT. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a restructuring of the company's balance sheet and a sale of its assets for $205 million in cash to Lowe's Companies, Inc., absent higher and better offers. In addition to the $205 million cash, Lowe's has agreed to assume payables owed to nearly all of Orchard's supplier partners. Bankruptcy Judge Christopher S. Sontchi oversees the case. Michael W. Fox signed the petitions as senior vice president and general counsel. The Debtors disclosed total assets of $441,028,000 and total debts of $480,144,000. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors appointed in case has retained Pachulski Stang Ziehl & Jones LLP as counsel, and Alvarez & Marsal as financial advisors. Lowe's Cos. completed the $205 million acquisition of 72 of Orchard Supply's 91 stores. The Company changed its name to OSH 1 Liquidating Corporation and reduced the size and simplified the structure of the Board of Directors effective as of Aug. 20, 2013. ORMET CORP: Financing Amendment Approved ---------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court granted final approval to Ormet's motion to enter into an amendment to the term loan D.I.P. credit agreement and related agreements. As previously reported, "The DIP Amendment would provide up to $10 million in funding under the Term Loan DIP Credit Agreement (the 'Supplemental DIP Financing'), subject to certain closing conditions. Specifically, the DIP Amendment provides for the following...the Term Loan DIP Credit Agreement to provide for up to a total delayed draw term loan of $25,000,000, of which $10,000,000 constitutes the Supplemental DIP Financing. In consideration of the Supplemental DIP Financing and entering into the D.I.P. Amendment, the release of the DIP Term Loan Agent, the DIP Term Loan Secured Parties and certain parties related to each of the foregoing by each Borrower and each Obligor. As conditions precedent to the effectiveness of the DIP Amendment: (i) that there shall have been entered into an amendment to (a) the Revolving Loan DIP Credit Agreement and (b) the Intercreditor Agreement, each in form and substance satisfactory to the DIP Term Loan Secured Parties, permitting the incurrence of the Supplemental DIP Financing under the Term Loan DIP Credit Agreement, and (ii) an agreement by the Revolving Loan Secured Parties to make available not less than $4 million of additional liquidity under the Revolving Loan DIP Credit Agreement by removing or modifying certain blocks and/or reserves there under." About Ormet Corp. Aluminum producer Ormet Corporation, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on Feb. 25, 2013, with a deal to sell the business to a portfolio company owned by private investment funds managed by Wayzata Investment Partners LLC. Headquartered in Wheeling, West Virginia, Ormet -- http://www.ormet.com/-- is a fully integrated aluminum manufacturer, providing primary metal, extrusion and thixotropic billet, foil and flat rolled sheet and other products. Ormet disclosed assets of $406.8 million and liabilities totaling $416 million. Secured debt of about $180 million includes $139.5 million on a secured term loan and $39.3 million on a revolving credit. Affiliates that separately filed Chapter 11 petitions are Ormet Primary Aluminum Corporation; Ormet Aluminum Mill Products Corporation; Specialty Blanks Holding Corporation; and Ormet Railroad Corporation. Ormet is represented in the case by Morris, Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J. Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim Martin Lewis, Esq., Patrick D. Burns, Esq. Kurtzman Carson Consultants is the claims and notice agent. Evercore's Lloyd Sprung and Paul Billyard serve as investment bankers to the Debtor. An official committee of unsecured creditors was appointed in the case in March 2013. The Committee is represented by Rafael X. Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S. Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein Sandler LLP. ORMET CORP: Ohio Utilities Body Approves Modified Power Deal ------------------------------------------------------------ Carole Vaporean, writing for Reuters, reported that the Public Utilities Commission of Ohio voted on Oct. 3 to approve Ormet Corp's revised power deal with energy supplier American Electric Power Co Inc., saving the U.S. aluminum producer from likely closure. According to the report, the commission added, however, that it was modifying parts of Hannibal, Ohio-based Ormet's request for a unique subsidized power arrangement, as it works to emerge from bankruptcy. PUCO Chairman Todd Snitchler said at the commission's weekly meeting, monitored by webcast, that approval was also contingent on Ormet employing at least 650 full-time workers through 2018, the report related. Ormet is the region's largest employer, as well as Ohio's largest energy user, the report said. In February, Ormet filed for bankruptcy protection, the report further related. Cutting the high cost of energy to run its 270,000-tonne-per-year aluminum smelter was the final hurdle on the path to emerging from bankruptcy. About Ormet Corp. Aluminum producer Ormet Corporation, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on Feb. 25, 2013, with a deal to sell the business to a portfolio company owned by private investment funds managed by Wayzata Investment Partners LLC. Headquartered in Wheeling, West Virginia, Ormet -- http://www.ormet.com/-- is a fully integrated aluminum manufacturer, providing primary metal, extrusion and thixotropic billet, foil and flat rolled sheet and other products. Ormet disclosed assets of $406.8 million and liabilities totaling $416 million. Secured debt of about $180 million includes $139.5 million on a secured term loan and $39.3 million on a revolving credit. Affiliates that separately filed Chapter 11 petitions are Ormet Primary Aluminum Corporation; Ormet Aluminum Mill Products Corporation; Specialty Blanks Holding Corporation; and Ormet Railroad Corporation. Ormet is represented in the case by Morris, Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J. Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim Martin Lewis, Esq., Patrick D. Burns, Esq. Kurtzman Carson Consultants is the claims and notice agent. Evercore's Lloyd Sprung and Paul Billyard serve as investment bankers to the Debtor. An official committee of unsecured creditors was appointed in the case in March 2013. The Committee is represented by Rafael X. Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S. Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein Sandler LLP. OVERSEAS SHIPHOLDING: Oslo Asset Holds 0.63% Stake at September 30 ------------------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Oslo Asset Management ASA, OAM, disclosed that, as of Sept. 30, it beneficially owns 194,411 shares of common stock of Overseas Shipholding Group, Inc., representing 0.63% of the shares outstanding. A copy of the filing is available for free at http://is.gd/5aIGfi About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. PACIFIC GOLD: To Merge with Subsidiary Pilot Mountain ----------------------------------------------------- Pacific Gold Corp.'s board of directors approved an agreement and plan of merger to merge the Company's wholly-owned subsidiary Pilot Mountain Resources, Inc. Pursuant to the Merger Agreement, the Company will succeed to and possess all the rights and properties of the Subsidiary, and the Company's Company will assume all the liabilities of the Subsidiary. The Company will be the surviving entity after the merger. Articles of Merger to effect the merger were filed with the Nevada Secretary of State on Sept. 30, 2013. About Pacific Gold Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the identification, acquisition, and development of prospects believed to have gold mineralization. Pacific Gold through its subsidiaries currently owns claims, property and leases in Nevada and Colorado. Pacific Gold disclosed a net loss of $16.62 million in 2012, as compared with a net loss of $1.38 million in 2011. As of June 30, 2013, the Company had $1.39 million in total assets, $4.30 million in total liabilities and a $2.91 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. PARTY CITY: Moody's Lowers Corp. Family Rating to 'B3' ------------------------------------------------------ Moody's Investors Service downgraded Party City Holdings Inc.'s Corporate Family rating to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. The secured term loan rating was also downgraded to B2 from B1. All other ratings have been affirmed. The outlook is stable. This concludes the ratings review that began on July 29, 2013 following Party City's announcement that it intended to pay a debt-financed dividend to shareholders using proceeds from $350 million senior PIK toggle notes due 2019. Subsequent to the action, Party City's Corporate Family and Probability of Default Ratings will be moved to its indirect parent company, PC NextCo Holdings, LLC ("Holdings"). Ratings downgraded and LGD assessment updated: Party City Holdings Inc.: Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD $1.12 billion senior secured term loan due 2019 to B2 (LGD 3, 34%) from B1 (LGD 3, 38%) Ratings affirmed: PC NextCo Holdings, LLC and PC Nextco Finance, Inc. as co- borrowers: $350 million senior unsecured PIK toggle notes due 2019 at Caa2 (LGD 6, 94%) Party City Holdings Inc.: $700 million senior unsecured notes due 2020 at Caa1 (LGD 5, 76%) from Caa1 (LGD 5, 84%) Ratings Rationale Party City's B3 Corporate Family Rating, reflects the company's very high leverage, as measured by lease-adjusted debt/EBITDA, which increased to over 8.0x times pro forma for the August 2013 debt financed dividend to shareholders, before considering pro forma synergies from recent acquisitions and other cost savings initiatives. The $350 million of additional debt was added to an already high consolidated debt load stemming from the July 2012 acquisition of a majority stake in the company by Thomas H. Lee Partners, L.P. ("THL") from Berkshire Partners LLC, Weston Presidio and Advent International Corporation. Despite having a track record of integrating acquisitions and achieving cost savings, consolidated pro forma debt to EBITDA will likely remain above 7.0 times through fiscal 2014. The rating is supported by Party City's strong market presence in both retail and wholesale, growing geographic diversification, and the relative demand stability of party goods and accessories, all of which should enable the company to make progress toward reducing leverage towards 7.0x times by the end of 2014. Good liquidity is also an integral part of the rating and stable outlook, as cash flow and revolver availability are expected to be more than sufficient to cover cash flow needs over the next 12-18 months. The stable outlook reflects the expectation for steady improvement in debt protection metrics due to the relatively stable demand characteristics of party goods and accessories. The outlook also reflects the expectation for ongoing good liquidity. Given the company's very high leverage, any material erosion due to weak operating performance or more aggressive financial policies could lead to at least a negative ratings outlook. Ratings could be downgraded if the company's operating performance were to show signs of sustained weakening due to declines in consumer discretionary spending or heightened competition, more aggressive financial policies, or if liquidity were to erode for any reason. Quantitatively, ratings could be lowered if it appears that debt/EBITDA will not approach 7.0x times by the end of 2014 or if EBITA/interest falls below 1.25 times. Given the company's high leverage, a ratings upgrade is not likely over the near term. However, over time, sustained growth in revenue and profitability while demonstrating conservative financial policies, including the use of free cash flow for debt reduction, could lead to a ratings upgrade. Quantitatively, the ratings could be upgraded if debt / EBITDA is sustained below 6.5 times and EBITA/interest expense is sustained above 1.75 times. Party City Holdings, Inc. is a designer, manufacturer, distributor and retailer of party goods and related accessories. The company's retail brands principally include Party City and Halloween City. Total revenue exceeded $1.9 billion for the twelve month period ended June 30, 2013. The company is majority owned by Thomas H. Lee Partners, L.P. ("THL"). PENNMONT BENEFIT: Consents to Chapter 11 ---------------------------------------- Stephanie Gleason, writing for DBR Small Cap, reported that PennMont Benefit Services Inc., a Bridgeport, Pa., benefit plan administrator, has consented to the filing of a Chapter 11 bankruptcy petition by its creditors amid allegations that it diverted funds away from beneficiaries to bank accounts controlled by the owner. PENN-MONT BENEFIT: Involuntary Chapter 11 Case Summary ------------------------------------------------------ Alleged Debtor: Penn-Mont Benefit Services, Inc. 200 W. 4th Street Bridgeport, PA 19405 Case Number: 13-05986 Debtor-affiliates also subject to involuntary Chapter 11 petitions: Entity Case No. ------ -------- Real Verba Trust 13-05987 Single Employer Welfare Benefit Plan Trust 13-05988 Penn Public Trust 13-05989 Involuntary Chapter 11 Petition Date: October 1, 2013 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's counsel: Scott Alan Orth, Esq. LAW OFFICES OF SCOTT ALAN ORTH PA 3880 Sheridan Street Hollywood, FL 33021 Tel: (305) 757-3300 Fax: (305) 757-0071 E-mail: scott@orthlawoffice.com Petitioners' Counsel: Brett A Mearkle, Esq. LAW OFFICE OF BRETT A. MEARKLE 8777 San Jose Blvd., Suite 801 Jacksonville, FL 32217 Tel: 904-352-1342 Fax: 904-352-1814 Email: bmearkle@mtalawyers.com Penn-Mont Benefit and debtor-affiliates' petitioners: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Michael W. Graham Beneficiary, $350,000 721 Sandringham Drive reimbursement, Jacksonville, FL 32225 contribution, cash value John D. Braddock Beneficiary, $350,000 121 32nd Avenue South reimbursement, Jacksonville Beach contribution, cash value FL 32250 Truman Galley Beneficiary reimbursement, contribution, cash value $500,000 Jim Maloen Beneficiary reimbursement, contribution, cash value $130,000 PERSONAL COMMUNICATIONS: Creditors Seek to Probe Lenders -------------------------------------------------------- Law360 reported that unsecured creditors of Personal Communications Devices Inc. on Sept. 27 asked a bankruptcy judge to allow them to investigate the telecommunications company's second-lien lenders, who are also its majority equityholders. According to the report, in a motion under Rule 2004 of the U.S. Bankruptcy Code, the official committee of unsecured creditors said its ability to properly assess the company's finances hinges on its access to certain documents and testimony from the second- lien lenders, who the committee said might have attempted to turn their equity into debt. About Personal Communications Personal Communications Devices LLC and an affiliate, Personal Communications Devices Holdings, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013, in Central Islip, N.Y., estimating between $100 million and $500 million in both assets and liabilities. PCD -- http://www.pcdphones.com-- provides both carriers and manufacturers an array of product life cycle management services that includes planning and development; inventory; technical testing; quality control; forward and reverse logistics; sell-in and sell-thru, marketing & warranty support. Its extensive portfolio of high-quality and versatile wireless devices includes feature phones, smart phones, tablets, mobile hotspots, modems, routers, fixed wireless, M2M, GPS, and other innovative wireless connectivity devices and accessories. PCD is based in Hauppauge, New York; and maintains operations facilities in Brea, California; and Toronto, CA. PCD filed for bankruptcy with a deal to sell the operations to Quality One Wireless LLC for $105 million, absent a higher bid at auction. Bankruptcy Judge Alan S. Trust oversees the case. Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. BG Strategic Advisors, LLC, is the financial advisor. Richter Consulting, Inc., is the investment banker. The petitions were signed by Raymond F. Kunzmann as chief financial officer. Q1W is advised by Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr, P.C. A three-member official committee of unsecured creditors was appointed in the Chapter 11 case. The Committee retained FTI Consulting, Inc., as financial advisor, and Perkins Coie LLP as counsel. PUMPERNICKEL EXPRESS: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Pumpernickel Express, Inc. 350 Main Road Montville, NJ 07045 Case No.: 13-31851 Chapter 11 Petition Date: October 3, 2013 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Rosemary Gambardella Debtor's Counsel: Jeffrey A. Cooper RABINOWITZ, LUBETKIN & TULLY, LLC 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Tel: 973-597-9100 Fax: 973-597-9119 Email: jcooper@rltlawfirm.com Total Assets: $2.13 million Total Debts: $400,388 A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb13-31851.pdf PVA APARTMENTS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: PVA Apartments LLC P.O. Box 13315, PMB 14B Oakland, CA 94661 Case No.: 13-45558 Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Hon. Elaine Hammond Debtor's Counsel: Reginald Terrell, Esq. LAW OFFICES OF REGINALD TERRELL P.O. Box 13315, PMB #148 Oakland, CA 94661 Tel: (510) 237-9700 Email: reggiet2@aol.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eric Terrell, principal. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. QUALITY STORES: Supreme Court to Weigh Taxability of Severance Pay ------------------------------------------------------------------ Lawrence Hurley and Patrick Temple-West, writing for Reuters, reported that the U.S. Supreme Court agreed on Oct. 1 to consider whether severance pay to workers laid off involuntarily is subject to federal payroll tax in a case the Obama administration has warned could affect $1 billion in tax refund claims. According to the report, the dispute, which pits defunct rural retailer Quality Stores Inc against the U.S. Internal Revenue Service, involves the Federal Insurance Contributions Act tax, or FICA. The tax helps finance two major social programs, Social Security retirement pensions and Medicare health insurance for the aged. FICA taxes are paid in part by the employer and in part by the employee, whose share is normally withheld from paychecks, the report related. Midwest-based Quality Stores served mainly farmers and rural people, the report recalled. It went bankrupt in 2001 and closed all 300 of its stores. Thousands of workers were laid off, with severance pay, on which the company paid and withheld FICA taxes. The company in 2002 claimed an IRS refund for just over $1 million in FICA taxes, roughly half paid by the company and half withheld from the severance pay, the report said. The case is U.S. v. quality Stores Inc. (In re Quality Stores Inc.), 10-1563, U.S. 6th Circuit Court of Appeals (Cincinnati). About Quality Stores Based in Muskegon, Michigan, Quality Stores Inc. is a specialty retailer of farm and agriculture-related merchandise. On Oct. 22, 2001, the Company was sent to bankruptcy after a group of holders of the 10-5/8% senior notes filed an involuntary petition before the U.S. Bankruptcy Court for the Western District of Michigan, in Grand Rapids. Under laws relating to an involuntary bankruptcy filing, the Company is permitted to operate its business in the ordinary course, unless the Court orders otherwise. QUIKRETE HOLDINGS: S&P Assigns 'B+' CCR; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' corporate credit rating to Atlanta-based Quikrete Holdings Inc. The outlook is stable. At the same time, S&P assigned its 'B+' (same as the corporate credit rating) issue-level rating to Quikrete's $1.23 billion senior secured bank term loan B due 2020. The recovery rating is '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders under our default scenario. In addition, S&P assigned its 'B-' (two notches lower than the corporate credit rating) issue-level rating to Quikrete's $190 million second-lien term loan due 2021. The recovery rating is '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders under our default scenario. The company used the transaction's proceeds to finance the acquisition of Custom Building Products Inc., repay existing debt, and pay related transaction expenses. "The stable rating outlook reflects our expectation that the company will continue to generate positive free cash flow and maintain strong liquidity. We expect leverage to fall but to remain high at about 5x by year-end 2013," said Standard & Poor's credit analyst Maurice Austin. S&P would consider an upgrade if financial performance were better than expected, resulting in more-than-expected repayment of debt such that 2014 leverage strengthens and is sustained at less than 5x. This could occur if residential improvement spending grew at least in line with Standard & Poor's economists' estimates of 7.4% growth in 2014, and if the company did not pursue another large, leveraged acquisition in that time frame. A downgrade is less likely in the near term, given S&P's favorable outlook for residential home construction and remodeling spending. However, S&P could consider a negative rating action if the increase in remodeling spending failed to materialize as S&P expected, resulting in less-than-expected financial performance such that the company maintained a continuing balance on the ABL. Consequently, availability would decline to $100 million, which in S&P's view would be considered "adequate" liquidity. R.A.E.D. INVESTMENTS: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: R.A.E.D. Investments, Inc. 133 S. 22nd Street, Floor One Pittsburgh, PA 15203 Case No.: 13-24238 Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO & CORBETT, P.C. 310 Grant Street, Suite 1105 Pittsburgh, PA 15219-2230 Tel: 412-232-0930 Fax: 412-232-3858 Email: dcalaiaro@calaiarocorbett.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Davin N. Gartley, authorized individual. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. RESIDENTIAL CAPITAL: Wants to Pay $2-Mil. Bonus to CRO ------------------------------------------------------ Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that Residential Capital LLC, the mortgage lender controlled by government-owned finance company Ally Financial Inc., wants to pay a $2 million bonus to its chief restructuring officer for shepherding the company through bankruptcy. According to the report, ResCap said in a court filing that Lewis Kruger, a bankruptcy lawyer at Stroock & Stroock & Lavan, who took over in February to lead ResCap's restructuring efforts, deserves a "success fee" for hashing out the terms of a far-ranging settlement with ResCap's creditors and its corporate parent. The success bonus comes on top of Mr. Kruger's $895 hourly fee for work tied to ResCap's bankruptcy, the report related. The CRO's appointment came at a time when ResCap's restructuring was clouded in uncertainty as creditors argued that the mortgage lender's board couldn't be trusted to aggressively negotiate a settlement with Ally. Before Mr. Kruger's appointment, ResCap's restructuring case had reached a critical point with settlement talks between Ally and its creditors at a dead end, the report said. Ally had proposed to pay $750 million to ResCap's estate as long as it was released from liabilities. Creditors have balked at that number as far too low. ResCap officials believe "Mr. Kruger's ability to provide creditors with comfort that the debtors were led by an independent fiduciary with no ties to AFI," was a key reason in getting the talks back on track and that led, ultimately, to the filing of a Chapter 11 plan for the company, the report further related. 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. ResCap has been settling disputes with creditors as it prepares for a hearing in November 2013 where it will ask a judge to approve a plan to distribute billions of dollars to creditors. Under the plan, unsecured creditors would get are covery of 36 percent on their claims, while debts backed by collateral will be paid in full. The plan is based on a $2.1 billion settlement with ResCap's parent, Ally Financial Inc., and creditors, including mortgage bond investors who blame both companies for their losses. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RG STEEL: to Sell Real Property to Bailey Bridges for $400,000 -------------------------------------------------------------- RG Steel Wheeling, LLC said it is planning to sell some of its assets to Bailey Bridges Inc. for $400,000. The assets to be sold consist of RG Steel's right, title, and interest in and to that certain real property located in DeKalb County, Alabama. Objections to the proposed sale must be filed on or before October 17. 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. ROTECH HEALTHCARE: S&P Withdraws 'D' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it withdrew its 'D' corporate credit rating and issue-level ratings on U.S.-based Rotech Healthcare Inc. following the company's exit from Chapter 11 legal proceedings. RURAL/METRO CORP: Seeks to Poll Creditors on Chapter 11 Exit Plan ----------------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that Rural/Metro Corp. has launched the final phase of its bankruptcy restructuring, seeking court approval to start the balloting on a Chapter 11 plan designed to cut its $750 million load of long-term debt down to $375 million. According to the Disclosure Statement, the consenting lenders holding in excess of 51% of the Debtors' secured debt and the consenting noteholders holding in excess of 66.66% of the Debtors' unsecured notes support the confirmation of the Plan. The overall purpose of the Plan is to provide for the restructuring of the Debtors' liabilities in a manner designed to maximize recovery to stakeholders and to enhance the financial viability of the Reorganized Debtors. Generally, the Plan provides for a consensual balance sheet restructuring that will reduce the Debtors' funded indebtedness by approximately 50% and cut interest payments nearly in half. Specifically, the restructuring transactions contemplated in the Plan will substantially de-lever debt obligations by (i) partially paying down the prepetition senior secured facility by $50,000,000 and (ii) converting Noteholder Claims and Other Unsecured Claims (to the extent holders of Other Unsecured Claims elect to receive New Common Stock in lieu of Cash) into 100% of the common stock of Reorganized RMC subject to dilution. The Debtors' prepetition equity holders' interests will be canceled, and upon emergence, all of Reorganized RMC's New Common Stock will be owned by the holders of Noteholder Claims (including those participating in the Rights Offering) and the holders of the Other Unsecured Claims (to the extent such holders of Other Unsecured Claims elect to receive New Common Stock in lieu of Cash). Creditors holding Other Secured Claims will receive cash, their collateral, or retain their liens, as applicable, in satisfaction of their Claims. About Rural/Metro Corp 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. SABRE INDUSTRIES: S&P Lowers CCR to 'B'; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Alvarado, Texas-based Sabre Industries Inc. to 'B' from 'B+'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's $238 million senior secured credit facilities to 'B' (same as the corporate credit rating) from 'B+'. The recovery rating of '3' is unchanged, indicating S&P's expectation of meaningful (50% to 70%) recovery in the event of a payment default. "The stable rating outlook reflects our expectation that despite improved financial performance driven by a recent acquisition, increased production capacity, and a strong backlog of orders, we expect credit measures will remain in line with our highly leveraged financial risk assessment, with debt to EBITDA remaining more than 5x and FFO to debt less than 12%. It also reflects constraints on the rating given the company's ownership by financial sponsors," said Standard & Poor's credit analyst Maurice Austin. S&P could raise its ratings if industry fundamentals continue to improve, resulting in better financial performance with leverage being maintained at less than 5x through a business cycle. In this scenario, S&P would also need to gain confidence that the company's owners were committed to financial policies supportive of this financial profile, as consistent with S&P's criteria for companies owned by financial sponsors. A downgrade is less likely in the next 12 months given Sabre's adequate liquidity position and robust contractual backlog. However, S&P would consider a negative rating action if its liquidity assessment weakens to "less than adequate". This could occur if Sabre experiences weaker-than-expected end-market demand resulting in weaker-than-expected financial performance such that the cushion on its covenant requirements weakens to less than 10%. SAVANNA ENERGY: DBRS Rates Senior Unsecured Notes 'B(high)' ----------------------------------------------------------- DBRS has assigned a rating of B (high) with a Stable trend to the $50 million Senior Unsecured Notes (the Notes) issued by Savanna Energy Services Corp. (Savanna or the Company). The Notes will be guaranteed, jointly and severally, by Savanna's current and future U.S., Canadian and Australian subsidiaries (the Guarantors) that have also guaranteed the Secured Facility. The Notes are senior unsecured obligations of Savanna and would rank pari passu with the existing and future unsecured and unsubordinated indebtedness of Savanna and the Guarantors. The Notes will be effectively subordinated to all existing and future obligations, including indebtedness and trade payables, of any of Savanna's subsidiaries that do not guarantee the Notes. The net proceeds from the sale of the Notes are expected to be used primarily to pay down the outstanding indebtedness under the terms of the Secured Facility. SIMON WORLDWIDE: R. Burkle Held 87.6% Equity Stake at Oct. 1 ------------------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Ronald W. Burkle and his affiliates disclosed that as of Oct. 1, 2013, they beneficially owned 65,287,045 shares of common stock of Simon Worldwide, Inc., representing 87.6 percent of the shares outstanding. Mr. Burkle previously reported beneficial ownership of 41,763,668 common shares or 82.5 percent equity stake as of May 31, 2013. A copy of the amended filing is available for free at http://is.gd/uS8kRA About Simon Worldwide Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer has any operating business. Prior to August 2001, the Company operated as a multi-national full-service promotional marketing company, specializing in the design and development of high-impact promotional products and sales promotions. At Dec. 31, 2009, the Company held an investment in Yucaipa AEC Associates, LLC, a limited liability company that is controlled by the Yucaipa Companies, a Los Angeles, California based investment firm. Yucaipa AEC in turn principally held an investment in the common stock of Source Interlink Companies, a direct-to-retail magazine distribution and fulfillment company in North America, and a provider of magazine information and front-end management services for retailers and a publisher of approximately 75 magazine titles. Yucaipa AEC held this investment in Source until April 28, 2009, when Source filed a pre-packaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. Simon Worldwide disclosed a net loss of $1.52 million on $0 revenue for the year ended Dec. 31, 2012, as compared with a net loss of $1.97 million on $0 revenue in 2011. The Company's balance sheet at June 30, 2013, showed $6.33 million in total assets, $139,000 in total liabilities, all current, and $6.19 million in total stockholders' equity. SOUTHLAND 75: Case Summary & 5 Unsecured Creditors -------------------------------------------------- Debtor: Southland 75, LLC 3255 Seajay Drive Dayton, OH 45430 Case No.: 13-34100 Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court Southern District of Ohio (Dayton) Judge: Hon. Guy R Humphrey Debtor's Counsel: Joshua M Kin, Esq. 2700 Kettering Tower Dayton, OH 45423 Tel: 937-223-1130 Fax: 937-223-0339 Email: Jkin@pselaw.com Total Assets: $8.09 million Total Liabilities: $5.62 million The petition was signed by Michael D. Lofino, managing member. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/ohsb13-34100.pdf STETSON OIL: Terminates Farm-Out Agreement After Default -------------------------------------------------------- Stetson Oil & Gas Ltd. has terminated the farm-out agreement entered into with Sagres Energy Inc. related to LLA11, a 126,494 acre block located in the Llanos Basin of Columbia, a mature and prolific basin in the foreland of the Colombia Andes close to the giant Cano Limon Oil Field. Stetson successfully acquired the Block in June 2010 through a bidding round organized by the Agencia Nacional de Hidrocarburos of Colombia ("ANH"). As per the terms of the Agreement, Stetson farmed out 90% interest in the block to a subsidiary of Sagres in exchange for retaining a 10% carried interest during the exploration phase, which consisted of a minimum expenditure of USD$9 million over a period of 36 months. Stetson has recently identified several violations and breaches of representations and warranties contained in the Agreement primarily as a result of the financial standing of Sagres and the work program and obligations not being fulfilled. Stetson has submitted a letter to Sagres identifying the various breaches and noting the termination of the Agreement. As a result of the termination of the Agreement Stetson now holds a 100% interest in the Block. Stetson reports that it also received a letter from the ANH indicating that Stetson was in default under the exploration and production agreement entered into among the parties due to a failure to submit an additional guarantee for $3.5 million and for failure to advance the work program related to the Block. Stetson intends to try and negotiate an extension with the ANH so that the company may attempt to remedy the default. Stetson is a junior oil and gas company with its securities listed under the TSX Venture Exchange under the symbol "SSN". STOCKTON, CA: City Council Backs Plan to Exit Bankruptcy -------------------------------------------------------- Jim Christie, writing for Reuters, reported that Stockton, California's city council approved a plan on Oct. 3 for the city to adjust its debt to exit from bankruptcy after reaching a deal with bond insurer Assured Guaranty to restructure more than $150 million of outstanding debt. According to the report, the deal marks the end of a long and often bitter fight between Stockton and its biggest bond insurers since the city filed for bankruptcy last year and stunned the U.S. municipal debt market with threats of forcing losses on bondholders while leaving pension payments intact. "Now we have deals with every bond insurer that's involved in the bankruptcy process," Stockton City Manager Bob Deis said, adding he is hopeful the city is on track to exit bankruptcy in about six months, the report related. "We've got deals with almost everybody," Deis told Reuters, noting the city now has struck deals with all but three of its 19 major creditors. Talks with the three will continue, Deis added, the report further related. About Stockton, Calif. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. SWIFT AIR: Reorganization Plan Gets Bankruptcy Court Final Okay --------------------------------------------------------------- On Oct. 2, 2013, the U.S. Bankruptcy Court, District of Arizona granted final approval to Swift Air's proposed plan of reorganization, thus paving the way for the company's emergence from bankruptcy protection by mid-October. The company's reorganization plan was overwhelmingly supported by the company's creditor constituencies. Following [Wednes]day's proceedings, Swift's CEO Jeff Conry said that "this is an important milestone in the company's continuing steps to complete its financial restructuring and emerge from chapter 11 in the very near future. We are gratified to have the support of our plan sponsor, Nimbos Holdings, as well as the Official Creditors' Committee." Ken Woolley, the principal behind Nimbos Holdings and the plan's financial backer, said, "We are very excited about the company's upcoming emergence from chapter 11, and look forward to a very successful future with the company." About Swift Air LLC Swift Air LLC filed a Chapter 11 petition in its home-town in Phoenix (Bankr. D. Ariz. Case No. 12-14362) on June 27, 2012. Michael W. Carmel, Ltd., serves as counsel. The Debtor estimated assets of under $1 million and debts exceeding $10 million. TALISMAN ENERGY: Fitch Affirms 'BB+' Preferred Stock Rating ----------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) and other securities ratings of Talisman Energy Inc. (TLM). The Rating Outlook has been revised to Negative from Stable. Fitch affirms the following: -- Long-term IDR at 'BBB'; -- Senior unsecured revolvers totaling $3.1 billion at 'BBB'; -- Senior unsecured notes at 'BBB'; -- Short-term IDR at 'F2'; -- Commercial Paper at 'F2'; -- Cumulative perpetual preferred stock at 'BB+'. Approximately $7.6 billion in debt, committed revolvers and preferred stock are impacted by today's rating action. All securities are issued at the parent level, TLM. Key Ratings Drivers TLM is trying to move its capital structure towards more conservative financial metrics and maximize cash flow per common share. Recognizing that the company does not have the financial wherewithal to develop and prove all of its oil and gas opportunities, TLM is transitioning its portfolio. It is selling off long-term capital-intensive projects in favor of developing less expensive, shorter term, high-return projects. This should have the effect of increasing cash flow and reducing capital expenditures. TLM's debt target is 1.5x cash flow. TLM has a strong liquidity profile. Committed revolver facilities at the close of this past second quarter totaled $3.1 billion of which $2.9 billion is fully committed through 2018. At June 30, 2013, $509 million in commercial paper was outstanding under TLM's $1 billion U.S. commercial paper program, and letters of credit totaled $86 million, leaving available borrowing capacity of $2.5 billion. There is only one financial test in TLM's revolvers, a maximum consolidated debt-to-consolidated cash flow from operations ratio of 3.50x. Upcoming debt maturities are light with no significant maturities appearing before the $375 million, 5.125% senior unsecured notes which come due in May 2015. TLM has strong producing reserve positions, notably Marcellus and the liquids-rich Eagle Ford in the United States, the Corridor and Jambi Merang in Indonesia, South Duvernay and the greater Edson area in Canada. Although the company's reserves were 70% natural gas at last year-end, contractual prices for natural gas in Southeast Asia are tied to crude oil at a premium which increases the percentage of oil-derived revenues and lessens the dependence on commodity gas prices which are trading near five-year lows. TLM also has a good history of replacing its hydrocarbon production, the exception being 2012. TLM reduced its capital spending plans in the Marcellus shale play and in the North Sea which resulted in write-downs of 91mmboe (million barrels oil equivalent) and 44mmboe, respectively, in those geographies. Excluding 2012, reserve replacement averaged 169.8% during the three prior years. Rating Concerns Lacking the cash flow it once had from its UK drilling operations due to the maturity of the North Sea fields, an aging infrastructure there, and 'not best in class' capital use decisions, TLM must make whole a cash flow deficit caused by an aggressive worldwide development capital budget designed to boost production and prove reserves. Roughly $2 billion-$3 billion in asset sales is expected by mid-2014 but with only $99 million having been accomplished through the close of this past second quarter. Leverage will likely rise, possibly as high as 2.25x debt/EBITDA by the end of 2013, until those sales proceeds are received and are used to repay debt. Delays in the sale of assets, specifically, the Ocensa pipeline and acreage in North Duvernay, the Norwegian North Sea and Montney, could have negative rating implications. TLM will also need to turn around its North American operations which are suffering from low realizations (owing to low natural gas prices) and high operating costs. Realizations per boe have been rising of late and segment losses have been declining, but cash flow after capital expenditures is still negative and contributing to higher debt levels. If TLM's turnaround strategy is working, increased production and reserve replacement should be accompanied by some improvement in debt/flowing barrel after asset sales have been completed. A higher figure than the recent past ($13,100/flowing bbl.) adjusted for the Talisman UK (TSEUK) and Equion deconsolidations would suggest a higher leveraging of ongoing operations and a higher risk profile. The above rating concerns are the basis for the revision in the Rating Outlook to Negative. Recent Performance In recent six-month comparisons, production from ongoing operations net of royalties fell 14.5%, owing in large measure to TLM's sale of a 49% interest in TSEUK to a subsidiary of Sinopec. Excluding all North Sea operations, production fell 11.7% following reduced capital spending in the Marcellus shale play and Canadian conventional gas fields in favor of an increased focus on the oil-rich Eagle Ford. TLM's netbacks in the first six months of 2013 were 11% higher than the prior year, but EBITDA was down significantly owing to the decline in production volumes. Capital spending was down 35%, but free cash flow (FCF) was -$917 million (compared to -$654 million in the prior half-year's results), and was made whole primarily through additional borrowings ($505 million) and balance sheet cash ($321 million). A Look Ahead TLM has lowered their 2013 production guidance. Including their share of pre-royalty production from Equion (a 49% owned joint venture in Colombia) and their 51% interest in TSEUK, TLM expects to produce 375mboe per day, the lower range of their initial production guidance. If no additional asset sales were to occur in the second half of the year and assuming no improvement in North American operating costs, Fitch estimates that leverage could climb to 2.25x EBITDA from 1.10x at the end of 2012 with FCF in excess of -$1 billion. A significant piece of this increase in leverage could be corrected in 2014 with the sale of $2 billion in assets. Assuming no change from the 2013 capital budget, leverage could retreat to 1.80x without any upside from prices or lower operating costs. At that sustained degree of leverage, however, TLM could be a candidate for a one notch downgrade. Rating Sensitivities Fitch has affirmed TLM's debt and preferred stock ratings in the belief that the company can maintain financial metrics commensurate with its current ratings and high grade its portfolio of oil and gas properties using capital garnered through asset sales. On an interim basis, leverage may increase until data rooms are opened, and deals are closed. A sustained increase in debt/proved reserves above $4.50/barrel beyond mid-2014 could indicate some trouble in the liquidity of the assets that TLM is trying to sell. This situation could lead to a negative rating action. TLM is not likely to see a ratings' upgrade in the immediate future. A positive FCF along with some improvement in leverage and the company's reserve base would be a path to a positive rating action. TAYLOR BEAN: Deloitte Settles Suits Over Audits ----------------------------------------------- Michael Rapoport, writing for Daily Bankruptcy Review, reported that Deloitte & Touche LLP has settled three lawsuits over its audits of Taylor Bean & Whitaker Mortgage Corp., a lender whose 2009 collapse helped spark one of the biggest bank failures during the financial crisis. According to the report, the terms of the settlement, reached last week, are confidential, said Steven W. Thomas, an attorney for Taylor Bean's bankruptcy trustee, Deutsche Bank AG and Ocala Funding LLC, the parties suing Deloitte. Two of the lawsuits -- brought by Deutsche Bank and Ocala, which helped fund Taylor Bean -- had been scheduled to go to trial later this month in Florida state court, the report related. The third suit, brought by Taylor Bean bankruptcy trustee Neil F. Luria, had been sent to arbitration but was settled as part of the overall settlement of the allegations against Deloitte, Mr. Thomas said, the report further related. Mr. Thomas and Langdon Cook, a Deloitte spokesman, issued statements saying the cases had been settled to the "mutual satisfaction" of both sides, the report added. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala- based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 09-07047) on Aug. 24, 2009. Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition Lee Farkas, the former chairman, was sentenced in June to 30 years in federal prison after being convicted on 14 counts of conspiracy and bank, wire and securities fraud in what prosecutors said was a $3 billion scheme involving fake mortgage assets. Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq., and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman PA, in Miami, Fla., represent the Committee. BMC Group, Inc., serves as the claims and noticing agent. Unsecured creditors were expected to receive 3.3% to 4.4% under a Chapter 11 plan approved in July 2011. TELETOUCH COMMUNICATIONS: Chapter 7 Petition Filed -------------------------------------------------- BankruptcyData reported that Teletouch Communications and one affiliated Debtor filed for Chapter 7 petition with the U.S. Bankruptcy Court in the District of Delaware, lead case number 13- 12620. The Company, which offers products and services (voice, data and entertainment) to consumers, businesses and government agencies, is represented by John T. Carroll of Cozen O'Connor. On August 2, 2013, the Company warned investors, "As a general matter, the Company is unable to pay its debts as they come due, is unable to continue to operate as a going concern, and has determined to effect an orderly wind down of its operations and a liquidation of its assets through a formal bankruptcy process. The liquidation of the Company will severely and adversely affect the value of the Company's common stock and/or other securities. No assurance can be given regarding the values, if any, that will be ascribed in any bankruptcy proceedings to each class of debt or securities of the Company. In fact, it is the Company's view that it is virtually certain that there would be no value available for shareholders in the liquidation. Thus, the value of the Company's securities is highly speculative and any investment therein will pose severe risks of loss of the entire investment. Market prices for the Company's common stock may bear little or no relationship to the actual recovery, if any, by holders thereof in liquidation. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock." At the time of that announcement, Teletouch Communications announced its intention to file for Chapter 11, not Chapter 7, protection and the board also created an office of chief restructuring officer, appointing Michael Juniper, a senior manager of Deloitte CRG, to the role. About Teletouch Teletouch Communications, Inc., offers a comprehensive suite of wireless telecommunications solutions, including cellular, two-way radio, GPS-telemetry and wireless messaging. Teletouch is an authorized provider of AT&T (NYSE: T) products and services (voice, data and entertainment) to consumers, businesses and government agencies, as well as an operator of its own two-way radio network in Texas. Recently, Teletouch entered into national agency and distribution agreements with Sprint (NYSE: S) and Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular network services. Teletouch operates a chain of 26 retail and agent stores under the "Teletouch" and "Hawk Electronics" brands, in conjunction with its direct sales force, customer care (call) centers and various retail eCommerce Web sites including: http://www.hawkelectronics.com/and http://www.hawkexpress.com/ Through its wholly-owned subsidiary, Progressive Concepts, Inc., Teletouch operates a national distribution business, PCI Wholesale, primarily serving large cellular carrier agents and rural carriers, as well as auto dealers and smaller consumer electronics retailers, with product sales and support available through http://www.pciwholesale.com/and http://www.pcidropship.com/among other B2B oriented Web sites. BDO USA, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statement for the year ended May 31, 2012. The independent auditors noted that the Company has increasing working capital deficits, significant current debt service obligations, a net capital deficiency along with current and predicted net operating losses and negative cash flows which raise substantial doubt about its ability to continue as a going concern. For the nine months ended Feb. 28, 2013, the Company incurred a net loss of $622,000 on $14.94 million of total operating revenues, as compared with net income of $4 million on $19.02 million of total operating revenues for the nine months ended Feb. 29, 2012. The Company's balance sheet at Feb. 28, 2013, showed $10.38 million in total assets, $16.91 million in total liabilities and a $6.53 million total shareholders' deficit. THELEN LLP: Trustee Nets $1.2MM in Ex-Partner Settlements --------------------------------------------------------- Law360 reported that the trustee overseeing Thelen LLP's liquidation on Oct. 3 reached settlements with 45 of the firm's former partners accused of improperly accepting certain amounts of compensation before they left the firm, raking in a combined $1.16 million for the estate. According to the report, Yann Geron of Fox Rothschild LLP says the deals are substantially similar to earlier settlements he has reached with other partners who ditched the firm before its collapse. The Oct. 3 settlements are split into three groups, the report related. About Thelen LLP Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner -- http://thelen.com/-- is a bi-coastal American law firm in process of dissolution. It was formed as a product between two mergers between California and New York-based law firms, mostly recently in 2006. Its headcount peaked at roughly 600 attorneys in 2006, and had 500 early in 2008, with offices in eight cities in the United States, England and China. In October 2008, Thelen's remaining partners voted to dissolve the firm. As reported by the Troubled Company Reporter on Sept. 22, 2009, Thelen LLP filed for Chapter 7 protection. The filing was expected due to the timing of a writ of attachment filed by one of Thelen's landlords, entitling the landlord to $25 million of the Company's assets. The landlord won approval for that writ in June 2009, but Thelen could void the writ by filing for bankruptcy within 90 days of that court ruling. Thelen, according to AM Law Daily, has repaid most of its debt to its lending banks. THINKFILM LLC: Judge Asked To Step Aside Amid Prostitution Rumor ---------------------------------------------------------------- Law360 reported that one of the parties tangling with film financier David Bergstein and his company ThinkFilm LLC wants U.S. Bankruptcy Judge Barry Russell to recuse himself from the bankruptcy suit after the public release of a tape that threatened to reveal the judge's relationship with a prostitute, according to a report. Aramid Entertainment Fund Ltd. filed a motion on Sept. 30 asking the judge to step aside, according The Hollywood Reporter. Bergstein claims Aramid renegged on a $3 million settlement agreement, and Aramid is quarterbacking a series of claims, the report related. About Thinkfilm LLC CapCo Group LLC and four other companies controlled by David Bergstein are part of a wider network of entities that distribute and finance films. Among the approximately 1,300 films they have the rights to are "Boondock Saints" and "The Wedding Planner." Several creditors filed for involuntary Chapter 11 bankruptcy against the companies on March 17, 2010 -- CT-1 Holdings LLC (Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr. C.D. Calif. Case No. 10-19929); Capitol Films Development LLC (Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D. Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif. Case No. 10-19912). Judge Barry Russell presides over the cases. The Petitioners are represented by David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP. Judge Barry Russell formally declared David Bergstein's ThinkFilm LLC and Capitol Films Development bankrupt on Oct. 5, 2010. Mr. Bergstein is being sued for tens of millions of dollars by nearly 30 creditors -- including advertisers, publicists and the Writers Guild West. Five Bergstein controlled companies have been named in the suit. TRILOGY ENERGY: DBRS Confirms 'B' Issuer Rating ----------------------------------------------- DBRS Inc. has confirmed both the Issuer Rating of Trilogy Energy Corporation and the rating of its Senior Unsecured Notes (the Notes) at B with Stable trends. The recovery rating of the Notes is RR4. The Notes are effectively subordinated to the Company's secured bank facility. The confirmation reflects the Company's continued success in growing its production and transitioning away from lower-margin dry gas drilling to higher-margin liquids-rich gas (NGL) and oil drilling, while maintaining its key credit metrics within the B rating range. Trilogy's total production averaged 36,667 barrels of oil equivalent per day (boe/d) for the first half (H1) of 2013 (33,500 boe/d in 2012 and 28,000 boe/d in 2011). This growth was largely attributable to production growth from the Company's Kaybob Montney oil play, which reached approximately 9,830 boe/d in 2012 and is expected to achieve 15,000 boe/d in 2013. Trilogy's Kaybob Montney oil play is considered one of North America's top-ranked plays in terms of profitability. Trilogy has also improved its production mix significantly over the past three years by allocating the majority of capex toward oil/NGL projects and achieving above-average production per well. As a result, the Company has become less susceptible to weak natural gas prices (on a gross basis, 45% of total production is from liquids in H1 2013, versus 29% in 2011). Although the Company's cash flows have increased steadily as production grew, its financial profile has remained weak primarily due to increasing debt levels to finance free cash flow deficits. The Company's free cash flow deficits were mainly caused by large capex programs in 2011 and 2012 for the development of the Kaybob Montney oil play and related infrastructure. As a result, Trilogy's debt-to-capital ratio increased to 58% in H1 2013 (45% in 2011); however, it remains in line with the current rating range. Trilogy's other key credit metrics, including debt-to-cash flow and interest coverage ratios, improved considerably in H1 2013, reflecting higher commodity prices and production. In 2013, Trilogy is expected to continue to pursue a high level of capex to grow production ($350 million estimated), which will likely lead to a modest increase in leverage. Remaining credit metrics should remain relatively stable for the second half of 2013. The Company faces ongoing challenges with maintaining the production reliability in its Kaybob Montney oil play and meeting its long-term target production growth in the Kaybob Montney oil play of 20,000 boe/d. The Kaybob area currently accounts for over 95% of Trilogy's cash flow, increasing the Company's geographic concentration risk. TXU CORP: Bank Debt Trades at 33% Off ------------------------------------- Participations in a syndicated loan under which TXU Corp is a borrower traded in the secondary market at 67.13 cents-on-the- dollar during the week ended Friday, October 4, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.46 percentage points from the previous week, The Journal relates. TXU Corp pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014. The bank debt carries is withdrawn by Moody's rating and not rated Standard & Poor's rating. The loan is one of the biggest gainers and losers among 209 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. UNITEK GLOBAL: Moody's Assigns Caa2 CFR & Rates $135MM Loan Caa2 ---------------------------------------------------------------- Moody's Investors Service assigned a Caa2 Corporate Family Rating ("CFR") and Caa2-PD Probability of Default Rating to UniTek Global Services, Inc. Moody's also assigned a Caa2 rating to the company's $135 million term loan due 2018. The ratings outlook is developing. Moody's withdrew all the ratings of UniTek in June due to Moody's belief that it had insufficient or otherwise inadequate information to support the maintenance of the rating since UniTek had not filed restated financials dating back to the interim period ending July 2, 2011. Since then, the company has filed its Annual Report on Form 10-K for the year ended December 31, 2012, which included restated operating results for each of the fiscal quarters of fiscal 2012. However, UniTek has not yet filed Quarterly Reports on Form 10-Q for the first two quarters of fiscal 2013. Ratings assigned: Corporate family rating, Caa2; Probability of default rating, Caa2-PD; $135 million term loan due 2018, Caa2 (LGD-4, 61%) Outlook, Developing Ratings Rationale UniTek's Caa2 CFR reflects the company's high interest burden, delay in filing 2013 quarterly reports with the SEC, lower than anticipated future revenues from one of its main customers, and need to address internal control weaknesses over financial reporting as of December 31, 2012 as cited in the company's Form 10-K for the year ended December 31, 2012. In addition, limited visibility as to future operating performance also underlie the ratings. The ratings also reflect risks related to the potential for an Event of Default under the amended credit agreement given the provision that stipulates that any amendment, modification or waiving of the DIRECTV/DirectSat Contract in a manner that would be "materially adverse" to the lenders would constitute an Event of Default. The higher interest burden over the next twelve months is associated with the company's refinancing in July 2013 (that increased revolver availability) in the midst of the financial statement delays. The ratings also reflect the high level of customer concentration, with approximately three quarters of the company's revenues derived from its top three customers at 2012 year-end. The largest customer comprises over forty percent of revenues. The ratings are supported by the company's established market position and blue-chip customer base. While revenue is concentrated with a few customers, they are large media and telecommunication companies that continue to invest in growth. Longer term, outsourcing trends should expand UniTek's market opportunities, however relatively low entry barriers and execution risks are factors that have also been considered in the ratings from a market share perspective. The company's liquidity profile is constrained by limited free cash flow generation, anticipated cash outflows over the next twelve months and covenants with aggressive step-downs over the intermediate term. The higher cash outflows are expected to be comprised of high interest bearing debt post the July 2013 refinancing, debt refinancing costs associated with the refinancing and ongoing restructuring-related costs. The developing outlook reflects uncertainty regarding the timing of the company's filing of 2013 financial statements with the SEC, concerns about future operating performance particularly as it relates to the company's largest customers as well as Moody's expectation that the company may need to refinance its capital structure in order to improve its longer-term liquidity profile. Ratings could be upgraded if the company demonstrates evidence of stabilizing revenue and profitability, the company resumes submitting its SEC filings on a timely basis, internal control weaknesses are addressed and the company improves its liquidity profile. Ratings could be downgraded if the company's liquidity position or credit metrics deteriorate leading to an increased expectation for a default. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. UNIVAR N.V.: Bank Debt Trades at 4% Off --------------------------------------- Participations in a syndicated loan under which Univar N.V. is a borrower traded in the secondary market at 96.43 cents-on-the- dollar during the week ended Friday, October 4, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.25 percentage points from the previous week, The Journal relates. Univar N.V. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on June 30, 2017. The bank debt carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 209 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Univar N.V. Univar N.V. -- http://www.univarcorp.com/-- is one of the largest distributors of industrial chemicals and providers of related services to a diverse set of end markets in the US, Canada and Europe. In April 2007, the company purchased ChemCentral Corporation, the fourth largest chemicals distributor in the US, for a purchase price of about $650 million, which resulted in the combined entities becoming the largest chemicals distributor in North America. The company had pro forma revenues (including ChemCentral Corporation) of $8.3 billion for the LTM ended June 30, 2007. UNI-PIXEL INC: Presented at Williams Financial Conference --------------------------------------------------------- UniPixel, Inc., was invited to participate on Williams Financial Group's Management Discussion Series conference call on Wednesday, Oct. 2, 2013, at 1:00 p.m. eastern time. UniPixel President and CEO Reed Killion presented at the conference. About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. "As of December 31, 2012, we had a cash balance of approximately $13.0 million and working capital of $12.8 million. We project that current cash reserves will sustain our operations through at least December 31, 2013, and we are not aware of any trends or potential events that are likely to adversely impact our short term liquidity through this term. We expect to fund our operations with our net product revenues from our commercial products, cash and cash equivalents supplemented by proceeds from equity or debt financings, and loans or collaborative agreements with corporate partners, each to the extent necessary," according to the Company's annual report for the year ended Dec. 31, 2012. Uni-Pixel incurred a net loss of $9.01 million in 2012, as compared with a net loss of $8.56 million in 2011. The Company's balance sheet at June 30, 2013, showed $63.28 million in total assets, $6.56 million in total liabilities and $56.71 million in total shareholders' equity. UNIVERSAL BIOENERGY: Delays 2013 10-K Over Business Matters ----------------------------------------------------------- Universal Bioenergy, Inc., has been unable to complete its Form 10-K for the year ended June 30, 2013, within the prescribed time because of delays in completing the preparation of its financial statements and its management discussion and analysis. Those delays are primarily due to Company's management's dedication to business matters. About Universal Bioenergy Headquartered in Irvine, California, Universal Bioenergy Inc. develops markets alternative and natural energy products including, natural gas, solar, biofuels, wind, wave, tidal, and green technology products. Universal Bioenergy disclosed a net loss of $3.65 million on $50.51 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.23 million on $71.74 million of revenues during the prior year. The Company's balance sheet at March 31, 2013, showed $7.05 million in total assets, $8.68 million in total liabilities and a $1.62 million total stockholders' deficit. Bongiovanni & Associates, CPA'S, in Cornelius, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring operating losses, has an accumulated deficit, has negative working capital, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. UNIVERSAL HEALTH: Moody's Revises Ratings Outlook to Positive ------------------------------------------------------------- Moody's Investors Service revised the rating outlook for Universal Health Services, Inc. (UHS) to positive from stable. Concurrently, Moody's affirmed the existing ratings of the company, including the Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating. Finally, Moody's assigned a Speculative Grade Liquidity Rating of SGL-2 and assigned ratings to UHS' new tranches of term loan A and revolver that were established in the company's second amendment of its credit facility. The positive outlook reflects Moody's expectation that strong growth in the behavioral segment will offset the difficult operating environment in the acute care business in the near term. Benefits to the acute care segment from the Affordable Care Act expected to begin in 2014, therefore, will be incremental to the faster pace of growth provided by the behavioral segment. Moody's also expects that cash used for acquisitions and investments in growth initiatives will add to EBITDA and improve overall margins but limit debt repayment. The outlook also reflects Moody's expectation that the company will remain disciplined towards increasing leverage for acquisitions or shareholder initiatives. The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's belief that the company will maintain good liquidity over the next 12 to 18 months, characterized by stable free cash flow, considerable revolver availability and ample compliance with required covenant levels. Following is a summary of Moody's rating actions. Ratings affirmed: Corporate Family Rating at Ba2 Probability of Default Rating at Ba2-PD Senior secured revolver expiring 2015 at Ba2 (LGD 3, 44%) Senior secured term loan A due 2015 at Ba2 (LGD 3, 44%) Senior secured term loan A2 due 2016 at Ba2 (LGD 3, 44%) Senior secured term loan B due 2016 at Ba2 (LGD 3, 44%) 7.125% senior secured notes due 2016 at Ba2 (LGD 3, 44%) 7.0% senior unsecured notes due 2018 at B1 (LGD 6, 93%) from B1 (LGD 6, 95%) Ratings assigned: Senior secured revolver expiring 2016 at Ba2 (LGD 3, 44%) Senior secured term loan A due 2016 at Ba2 (LGD 3, 44%) Speculative Grade Liquidity Rating at SGL-2 The rating outlook was changed to positive from stable. Ratings Rationale UHS' Ba2 Corporate Family Rating reflects Moody's expectation of continued EBITDA growth and stable cash flow. Moody's believes the company will continue to operate with modest leverage and remain disciplined with respect to the use of incremental debt for acquisitions or shareholder initiatives. However, Moody's expects that the company will continue to be acquisitive and invest in growth initiatives, which will limit debt repayment. While, Moody's anticipates a difficult operating environment in the acute care business in the near term, characterized by pressure on reimbursement rates and weak volume trends, the segment should begin to benefit from an expected reduction in bad debt expense as uninsured individuals gain coverage under the Affordable Care Act in 2014. Further, the rating incorporates the benefit of diversification provided by UHS' behavioral health segment, which is reimbursed under a separate methodology from the acute care operations, thereby lowering the risk of a regulatory change that could impact the company as a whole. If the company can grow EBITDA or repay debt such that leverage is expected to be sustained below 3.0 times and free cash flow to debt is expected to be sustained above 10%, Moody's could upgrade the rating. A decline in operating performance resulting in an expectation that adjusted debt to EBITDA will remain above 4.0 times or that free cash flow to debt will be below 5% for a sustained period, could result in a downgrade of the ratings. Furthermore, a significant debt financed acquisition or shareholder initiative could result in a downgrade of the ratings. Universal Health Services, Inc., headquartered in King of Prussia, Pennsylvania, owns and operates acute care hospitals and behavioral health centers. Services provided by the hospitals include general and specialty surgery, internal medicine, obstetrics, emergency room care, radiology, oncology, diagnostic care, coronary care, pediatric services, pharmacy services and behavioral health services. UHS recognized approximately $7.1 billion of revenue after the provision for doubtful accounts for the twelve months ended June 30, 2013. VALLEJO, CA: Again Mired in Pension Debt Two Years After Ch. 9 -------------------------------------------------------------- Tim Reid, writing for Reuters, reported that less than two years after exiting bankruptcy, the city of Vallejo, California, is again facing a budget crisis as soaring pension costs, which were left untouched in the bankruptcy reorganization, eat up an ever- growing share of tax revenues. According to the report, Vallejo's plight, so soon after bankruptcy, is an object lesson for three U.S. cities going through that process today -- Detroit, Stockton and San Bernardino, California -- because it shows the importance of dealing with pension obligations as part of a financial restructuring, experts say. The Vallejo experience may be particularly relevant to Stockton, which is further along in its bankruptcy case than Detroit and San Bernardino and has signaled its intention to leave pension payments intact, the report said. All three current bankruptcies are considered test cases in the titanic battle between Wall Street and public pension funds over whether municipal bondholders or current and retired employees should absorb most of the pain when a state or local government goes broke, the report noted. "Any municipal bankruptcy that doesn't restructure pension obligations is going to be a failure because pension obligations are the largest debt a city has," Karol Denniston, a municipal bankruptcy attorney in San Francisco, told the news agency. About Vallejo, California Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano County, California in the United States. As of the 2000 census, the city had a total population of 116,760. It is located in the San Francisco Bay Area on the northern shore of San Pablo Bay. It was named for General Mariano Guadalupe Vallejo. Vallejo filed for protection under Chapter 9 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, after it was unable to persuade labor unions to accept salary concessions as the recession began cutting into local government tax collections nationwide. Marc A. Levinson, Esq., and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in Sacramento, California, represented the City. The city estimated $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. According to Vallejo's comprehensive annual report for the year ended June 30, 2007, the city has $983 million in assets and $358 million in debts. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. A federal judge released the city of Vallejo from bankruptcy on Nov. 1, 2011. WALTER ENERGY: Bank Debt Trades at 4% Off ----------------------------------------- Participations in a syndicated loan under which Walter Energy Inc is a borrower traded in the secondary market at 96.08 cents-on- the-dollar during the week ended Friday, October 4, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.65 percentage points from the previous week, The Journal relates. Walter Energy Inc pays 575 basis points above LIBOR to borrow under the facility. The bank loan matures on March 14, 2018. The bank debt carries Moody's B3 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 209 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Walter Energy Inc Walter Energy, Inc. is primarily a metallurgical coal producer with additional operations in metallurgical coke, steam and industrial coal, and natural gas. Headquartered in Birmingham, Alabama, the company generated $2 billion in revenue for the twelve months ended June 30, 2013. * * * As reported in the Troubled Company Reporter on Sept. 23, 2013, Standard & Poor's Ratings Services said that it assigned its 'B' issue-level rating to Walter Energy Inc.'s proposed $350 million senior secured notes due 2019. The issue level rating, which is one notch above the corporate credit rating, and the '2' recovery rating indicate S&P's expectation for a substantial (70% to 90%) recovery in the event of a payment default. The corporate credit rating remains 'B-' and the outlook is negative. WAVE HOUSE: Court Confirms 1st Amended Plan ------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California confirmed Wave House Belmont Park, LLC's first amended plan of reorganization. The Plan calls for the Debtor to liquidate its remaining assets to pay creditors in full. The Debtor will press forward with its litigation against the City of San Diego in the action styled Wave House Belmont Park, LLC, v. The City of San Diego, Case No. 10- 90553-LT. The Plan is also hinged on separate settlement agreements with Symphony Asset Pool XVI, LLC, and East West Bank. Under the EWB settlement, a promissory note in the sum of $1,127,651 will executed by EWB in favor of the Debtor. The Plan proposes to pay holders of general unsecured claims in full in an amount up to 100% of the amount of the general unsecured claim with interest accruing at the current federal short term rate of .20%. Payment to general unsecured claims is contingent of the funds available from the proceeds of the San Diego adversarial action and the promissory note, after payment in full of the secured claims of Kathleen Lochtefeld and Symphony Asset Pool XVI, LLC, and the unsecured priority claim of the County of San Diego Treasurer-Tax Collector. A full-text copy of the Disclosure Statement dated March 6, 2013, is available for free at: http://bankrupt.com/misc/WAVEHOUSEds0306.pdf John L. Smaha, Esq., and Gustavo E. Bravo, Esq., at Smaha Law Group, APC, in San Diego, California, represent the Debtors. About Wave House San Diego, California-based Wave House Belmont Park, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Cal. Case No. 10-19663) on Nov. 3, 2010. John L. Smaha, Esq., at Smaha Law Group, APC, assists the Debtor in its restructuring effort. Wave House, the company that operates the San Diego amusement area Belmont Park, filed for bankruptcy protection after the city imposed an eightfold increase in rent. The Debtor disclosed $28.3 million in assets and $17.6 million in liabilities. WORLD SURVEILLANCE: Signs Equity Conversion Agreements ------------------------------------------------------ World Surveillance Group Inc. entered into conversion agreements with (a) Glenn D. Estrella, the Company's president and chief executive officer, (b) Barbara M. Johnson, the Company's vice president, general counsel and secretary, (c) Jeffrey Sawyers, the Company's chief financial officer, (d) Felicia Hess, a director of the Company and the president of Lighter Than Air Systems Corp., the Company's wholly owned subsidiary and several employees, to convert an aggregate of $624,624 of accrued cash salary into options to purchase shares of common stock and, in one case, shares of restricted common stock. In connection with the Equity Conversion, the option price for the shares was $0.013 and, in the one case of shares being issued, the shares of Common Stock were valued at $0.013 per share. Options to purchase an aggregate of 40,355,693 shares were issued to the employees and 7,692,308 shares of common stock were issued, which shares will be restricted pursuant to the Securities Act. No underwriting discount or commissions were paid in connection with the Equity Conversion. The Options and Common Stock issued pursuant to the Equity Conversion were issued as restricted securities under an exemption provided by Regulation D, Rule 506, promulgated under the Securities Act, or Section 4(2) of the Securities Act. About World Surveillance World Surveillance Group Inc. designs, develops, markets and sells autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs) capable of carrying payloads that provide persistent security and/or wireless communication from air to ground solutions at low, mid and high altitudes. The Company's airships, when integrated with electronics systems and other high technology payloads, are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance or communications support for military, homeland defense, border control, drug interdiction, natural disaster relief and maritime missions. The Company is headquartered at the Kennedy Space Center, in Florida. World Surveillance disclosed a net loss of $3.36 million on $272,201 of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $1.12 million on $19,896 of net revenues in 2011. The Company's balance sheet at June 30, 2013, showed $3.60 million in total assets, $16.93 million in total liabilities, all current and $13.33 million total stockholders' deficit. Rosen Seymour Shapss Martin & Company LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "Our indebtedness at June 30, 2013 was $16,938,962. A portion of such indebtedness reflects judicial judgments against us that could result in liens being placed on our bank accounts or assets. We are continuing to review our ability to reduce this debt level due to the age and/or settlement of certain payables but we may not be able to do so. This level of indebtedness could, among other things: * make it difficult for us to make payments on this debt and other obligations; * make it difficult for us to obtain future financing; * require us to redirect significant amounts of cash from operations to servicing the debt; * require us to take measures such as the reduction in scale of our operations that might hurt our future performance in order to satisfy our debt obligations; and * make us more vulnerable to bankruptcy or an unwanted acquisition on terms unsatisfactory to us," the Company said in the quarterly report for the period ended June 30, 2013. YOD PARTNERSHIP: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: YOD Partnership 6360 Van Nuys Boulevard, Suite 204 Van Nuys, CA 91401 Case No.: 13-16402 Chapter 11 Petition Date: October 4, 2013 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: William H Brownstein, Esq. 1250 6th St Ste 205 Santa Monica, CA 90401-1637 Tel: 310-458-0048 Fax: 310-576-3581 Email: Brownsteinlaw.bill@gmail.com Total Assets: $1.15 million Total Liabilities: $14,700 The petition was signed by Ahron Zilberstein, general partner. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb13-16402.pdf * Government Shutdown Hits U.S. Trustee Program ----------------------------------------------- Joseph Checkler and Stephanie Gleason, writing for The Wall Street Journal, reported that U.S. bankruptcy courts remain open for business, but the government shutdown leaves them far from full strength. According to the report, only one third of the employees from the U.S. Trustee Program, the Justice Department unit that monitors bankruptcy cases throughout the country, are essential workers who are required to work through the shutdown. The other 780 employees have been furloughed. That means there are fewer eyes watchdogging ongoing bankruptcy cases, both consumer and corporate, the report related. The courts remain open and continue to hold hearings and approve motions, but Congress's inability to break the stalemate that shut down the government could slow down some ongoing Chapter 11 cases. At a hearing in the LightSquared Chapter 11 case on Sept. 30, Judge Shelley C. Chapman of the Manhattan bankruptcy court said she was concerned that the U.S. trustee wouldn't be staffed to file potential objections ahead of a key hearing set for next week, the report further related. Tracy Hope Davis, the trustee in charge of monitoring the LightSquared case, is still working, but many employees who work for her, including some of the lawyers that prepare court filings, aren't, the report said. Other U.S. trustees have the same issue. * U.S. Government Shutdown Hits Military Contractors, Suppliers --------------------------------------------------------------- James R. Hagerty, Doug Cameron and John W. Miller, writing for The Wall Street Journal, reported that the partial shutdown of the federal government is leading to layoffs and production disruptions at defense contractors and some manufacturing companies. According to the report, United Technologies Corp. said on Oct. 2 that it is preparing to furlough nearly 2,000 workers at its Sikorsky unit, which makes Black Hawk helicopters for the Defense Department, and may have to idle several thousand more workers at its Pratt & Whitney and UTC Aerospace units if the shutdown drags on for weeks. Government workers deemed nonessential were furloughed starting on Tuesday after Congress failed to meet a Sept. 30 deadline for extending government spending authority, and the cuts have spilled over to government suppliers and the companies that cater to them, the report related. The impasse compounds the situation for U.S. manufacturers already nervous about the new health-care law and a wobbly U.S. economy, the report said. After hitting a low of about 11.5 million in early 2010, U.S. manufacturing employment recovered to nearly 12 million in mid-2012 but since then has stagnated. "Everybody is in this giant gray area," said Lisa Goldenberg, president of Delaware Steel Co. of Pennsylvania, a metals distributor based in Fort Washington, Pa., the report further related. "What the shutdown is doing is slowing down an already slow machine." * Wells Fargo Said to Face Action over Mortgage Accord Compliance ----------------------------------------------------------------- Christie Smythe, writing for Bloomberg News, reported that Wells Fargo & Co. was sued by New York state over the bank's failure to uphold terms of a $25 billion mortgage-servicing settlement, state Attorney General Eric Schneiderman said. According to the report, Bank of America Corp. has agreed to changes aimed at bringing the Charlotte, North Carolina-based lender into compliance with the deal, Schneiderman said on Oct. 3 at a press conference in Manhattan. Wells Fargo and Bank of America were accused by Schneiderman's office of violating the national settlement, under which five of the country's largest mortgage servicers promised to reform foreclosure and loan-modification practices, the report said. In 2012, a coalition of 49 states and the U.S. reached the national settlement with Wells Fargo, Bank of America, JPMorgan Chase & Co., Citigroup Inc. and Ally Financial Inc. in an effort to combat mortgage-servicing abuses such as "robosigning" of documents used in foreclosure proceedings and barriers to modifications of loans, the report related. The suit, filed Oct. 3 in federal court in Washington, is a motion to enforce the settlement upon San Francisco-based Wells Fargo, the report added. Wells Fargo is one of the most difficult banks for distressed homeowners to deal with, Schneiderman said at the press conference. The bank sends "incomprehensible communications" to homeowners, he said. The case is U.S. v. Bank of America Corp. (BAC), 12-00361, U.S. District Court, District of Columbia (Washington). * Bank Credit Card Fees Face New Scrutiny by U.S. Consumer Bureau ----------------------------------------------------------------- Carter Dougherty, writing for Bloomberg News, reported that credit-card issuers may face new limits on fees and greater disclosure requirements as the U.S. Consumer Financial Protection Bureau pledges more scrutiny after a 2009 law that revamped regulation of the business. "The CARD Act brought better consumer protections and fairness to the marketplace, but we found there is more work to be done," CFPB Director Richard Cordray said in remarks prepared for a hearing the agency held in Chicago on Oct. 2. The Credit Card Accountability Responsibility and Disclosure Act of 2009, limited lenders' ability to raise interest rates, curbed late fees and forced lenders to seek customers' approval to apply over-limit fees, the report related. Now the bureau will examine whether certain cards impose undue fees, and whether issuers adequately disclose terms and conditions, Cordray said. New CFPB action on credit cards could affect major lenders by limiting fees they can collect or restricting marketing techniques, the report related. The six biggest U.S. credit-card issuers are JPMorgan Chase & Co., Bank of America Corp., Citigroup Inc., American Express Co., Capital One Financial Corp., and Discover Financial Services. The CFPB published a report on the card business on Oct. 2, using data from before the 2009 law was published through December 2012, Cordray said. * British Regulator Plans New Rules for Payday Lenders ------------------------------------------------------ Chad Bray, writing for The New York Times' DealBook, reported that British regulators announced plans on Oct. 3 to impose stiff new rules next year for payday lenders, whose business has grown sharply since the financial crisis. According to the report, the new rules in Britain will include requirements that lenders properly evaluate whether a consumer can afford such a loan and to limit the number of times the loan can be rolled over. Lenders also will be required to provide consumers with sources of debt advice before refinancing. Payday lenders also will be required to include risk warnings in advertisements, which have proliferated on British daytime television, many offering loans of up to GBP1,000 ($1,620) at a time, the report related. Firms will face fines for violations of the rules, the report said. The Financial Conduct Authority, which is set take over regulation of consumer credit firms in April 2014, said the proposed changes were intended to make promotions by lenders "clear, fair and not misleading," the report further related. * CFPB Fines Meracord over Debt-Relief Firms' Illegal Fees ---------------------------------------------------------- Danielle Douglas, writing for The Washington Post, reported that one of the largest payment-processing companies helped debt-relief firms impose illegal upfront fees on struggling consumers, according to the Consumer Financial Protection Bureau. The agency fined the firm, Meracord, $1.3 million on Thursday. According to the report, the enforcement action is part of a broad crackdown on companies that take advantage of people trying to eliminate debt. The bureau is going after not just individual firms, but also the infrastructure that lets them withdraw money from consumers' accounts. "If a business is enabling bad actions that hurt consumers, then we will use our authority to stop them," Steven Antonakes, deputy director of the CFPB, said on a call with reporters, the report cited. "We are making the point here, and it applies to all companies that do business with consumer financial providers." Debt-relief companies help consumers mired in debt by negotiating settlements with creditors, the report related. When consumers sign up with these firms, they are often instructed to stop paying their debts and make monthly payments to a payment processor while the debts are negotiated. Federal law, however, bars debt-relief firms from demanding payments before settling any debts, in order to protect consumers from spending money on services that may not materialize, the report further related. Antonakes said Tacoma, Wash.-based Meracord should have known that it was processing upfront payments in violation of the law. * Lenders Spell Out Plans to Wind Down in Event of Upheaval ----------------------------------------------------------- Michael R. Crittenden and Julie Steinberg, writing for The Wall Street Journal, reported that major Wall Street banks said they will sell business lines, let the government take over certain subsidiaries and enter into bankruptcy proceedings to avoid a taxpayer-funded bailout in the event of another financial crisis. According to the report, the latest round of so-called living wills, released by regulators on Oct. 3, showcased the disparate approaches banks plan to take to dismantle their firms in times of severe market stress. Goldman Sachs Group Inc. said its "preferred strategy" would be to avoid insolvency by recapitalizing its major U.S. and U.K. broker- dealers, as well as other key businesses, the report related. Citigroup Inc. would try to sell off its broker-dealer units first before letting the parent company fail under one scenario. Bank of America Corp. said the "simplest approach" to winding down its business would be through a Chapter 11 bankruptcy filing by its holding company, with its subsidiaries continuing to operate. If unable to recapitalize its business, J.P. Morgan Chase & Co. would sell or divest business lines or conduct a "rapid and orderly wind down in proceedings" through bankruptcy. The plans, only a small portion of which are released publicly by the Federal Reserve and Federal Deposit Insurance Corp., highlight the challenges banks and regulators face as they try to ensure that increasingly complex financial firms could be dismantled without government aid, the WSJ noted. Ernie Patrikis, a banking partner at law firm White & Case, expressed doubts about how useful the plans would be in times of crisis. "It is difficult to anticipate where the next major problem will arise," he said, the report cited. "And you can't just sell or shut down companies overnight." * New York Businesses Win Ruling on Card Swipe-Fee Ban ------------------------------------------------------ Christie Smythe & Carter Dougherty, writing for Bloomberg News, reported that a New York law banning merchants from surcharging customers to make up for credit-card swipe fees was halted by a federal judge who ruled the statute is unconstitutional. According to the report, U.S. District Judge Jed Rakoff in Manhattan on Oct. 4 ordered the state not to enforce the ban during a legal challenge filed by several small businesses. Businesses including a Vestal, New York, hair salon, a Brooklyn ice cream parlor and Lower Manhattan martial arts academy alleged in a lawsuit filed in June that the law violated free speech rights by penalizing them for adding surcharges while at the same time allowing them to provide discounts to customers paying with cash or debit cards, the report related. "Alice in Wonderland has nothing on section 518 of the New York General Business Law," Rakoff wrote, the report cited. "This virtually incomprehensible distinction between what a vendor can and cannot tell its customers offends the First Amendment and renders section 518 unconstitutional." Rakoff said the law violated the First Amendment because it prevented merchants from calling the difference between prices charged to cash customers and credit-card users a "surcharge," the report added. The term "surcharge" communicates to customers that credit cards are costly for merchants, the businesses argued. * SEC Chairman: Congress, Courts Crowding in on Regulator's Role ---------------------------------------------------------------- Andrew Ackerman and Julie Steinberg, writing for The Wall Street Journal, reported that Securities and Exchange Commission Chairman Mary Jo White on Oct. 3 criticized attempts to encroach on the agency's independence, saying recent moves by Congress and the courts inappropriately circumvent the SEC's expertise and judgment. According to the report, in a dig at judges who have questioned the SEC's rules and its historic practice of allowing firms to settle cases without admitting wrongdoing, Ms. White suggested the courts were acting beyond the scope of their roles and should instead "defer to the agency's reasoned judgments." "We recognize that, under the law, a court can review a settlement," she said, in prepared remarks at Fordham Law School, the report related. "But a court that reviews a settlement that a law enforcement agency like ours enters with a defendant has a more limited task." Though she didn't refer to him by name, her remarks appeared to be criticism of U.S. District Judge Jed S. Rakoff for rejecting a proposed 2011 deal allowing Citigroup Inc. to pay $285 million to settle allegations the bank misled investors in a 2007 mortgage- bond deal, the report further related. Mr. Rakoff said allowing companies to settle charges without admitting or denying wrongdoing is "hallowed by history, but not by reason." After Ms. White said "I will not speak of any specific cases, or ill of any of my judicial friends," she paused, and to laughter from the audience, said, "Who am I talking about?" She then appeared to look in the direction of where Judge Rakoff was sitting. * Small Firms Grapple with Roadblocks Caused by Shutdown -------------------------------------------------------- Sarah E. Needleman, Angus Loten and Ruth Simon, writing for The Wall Street Journal, reported that the government shutdown is creating pain nationwide for small businesses that depend on federal agencies to operate or that were in the middle of securing government-backed loans. According to the report, Jeremy Shafer, owner of EnDepth Solutions LLC, a cybersecurity firm in Baltimore, said he might have to lay off some of his 12 full-time workers if the shutdown persists. The company's customers are all federal agencies, including the Department of Defense, the report related. The government's fiscal year starts Oct. 1, and new projects meant to kick off this week are now on hold. "A lot of employees are just sitting around with nothing to do," Mr. Shafer said. "We're losing revenue." Soo-Tsong Lim, co-founder of Unistar-Sparco Computers Inc., a 40- employee technology-services firm in Millington, Tenn., said packages recently shipped to federal agencies have been returned, costing the company about $25,000, the report added. "Layoffs will probably have to happen if this continues," said Mr. Lim, who is also concerned about paying vendors, suppliers and banks over the next few weeks if the $8 million it is owed by federal clients isn't paid on time, the report further related. "We're very stressed out," he said. * FTI Named 2013 Turnaround & Transaction of the Year Winner ------------------------------------------------------------ FTI Consulting, Inc., the global business advisory firm dedicated to helping organizations protect and enhance their enterprise value, on Oct. 2 disclosed that the Turnaround Management Association (TMA) has awarded FTI Consulting the "Transaction of the Year: Large Company" for its efforts on Cagle's, Inc. and Cagle's Farm, Inc. The firm and engagement team members Keith Cooper, Sean Harding and Jaqueline Brock will be honored during the 2013 TMA Turnaround and Transaction of the Year Awards being held at the 25th TMA Annual Conference, taking place in Washington, D.C. on October 3-5, 2013. "We are pleased to be recognized as one of this year's TMA Transaction of the Year Award recipients," said Kevin Lavin, Global Co-leader of the FTI Consulting Corporate Finance/Restructuring segment. "Our work with Cagle's affirms our commitment to excellence and is a striking example of how we collaborate and work to preserve and create value for our clients and key stakeholders." Cagle's was a vertically integrated poultry company with a 70-year history. FTI Consulting represented the company in its Chapter 11 bankruptcy proceedings and played an instrumental role in negotiating with the existing secured lender to save the company from the brink of liquidation after it lost financing availability. The FTI Consulting team assumed day-to-day operating management responsibilities during the course of the bankruptcy and led a successful orderly sale process of the business. As a result of the sale and marketing efforts, a competitive auction occurred that resulted in a winning bid of approximately $91.0 million tendered by a strategic buyer. The company was able to pay all secured, administrative and unsecured claims in full with interest, as well as make substantial equity distributions to the company's equity owners at more than $3 per share. More important, the transaction preserved the company's business and saved more than 1,600 jobs. In addition, the buyer plans to add another 1,100 jobs by increasing production at former processing plants and investing in new processing lines. Keith Cooper, the Cagle's engagement leader and a Senior Managing Director in the firm's Corporate Finance/Restructuring segment said, "This engagement is a true success, and I am most proud that we were not only able to save jobs, but also aid in the creation of new jobs in an economic environment where unemployment and underemployment continue to be a critical issue." Since 1993, TMA has honored excellence through its annual awards program, which recognizes the most successful turnarounds and impactful transactions. The TMA noted that this year's winners saved countless jobs and made a significant economic impact, both locally and globally. About FTI Consulting FTI Consulting, Inc. -- http://www.fticonsulting.com-- is a global business advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory and economic environment. With more than 4,000 employees located in 24 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management, strategic communications and restructuring. The company generated $1.58 billion in revenues during fiscal year 2012. * Perkins Coie Adds Another Partner to Dallas Office ---------------------------------------------------- Perkins Coie is pleased to announce that John D. Penn, Esq. -- JPenn@perkinscoie.com -- has joined the firm's Dallas office as a partner in the firm's Bankruptcy & Restructuring practice. He will also spend time as needed in the firm's New York office working on Chapter 11 bankruptcy filings in that venue. He was most recently a partner with Haynes and Boone LLP in Fort Worth. Penn is the fourth partner (and eighth attorney) to join the Dallas office since March. "This has been a great year of growth for the firm in Texas with our Dallas office almost doubling in size," said Steve Smith, Office Managing Partner of Perkins Coie's Dallas office. "John is a meaningful addition to our presence in the Lone Star State and we're delighted to welcome him to the firm." Penn, a former president and chairman of the American Bankruptcy Institute (ABI), is nationally recognized for his bankruptcy and litigation skills. He has been the lead attorney representing parties in Chapter 11 cases, including debtors, major credit institutions and creditors committees as well as defendants in bankruptcy litigation. "John further deepens our national bankruptcy and restructuring team," said David M. Neff, co-chair of the firm's Financial Transaction & Restructuring practice. "His effective counsel in successful restructuring matters makes him an asset not only to the Dallas office but also nationally to the firm's workout and litigation practices. John's addition follows closely on that of Sara Chenetz who joined our bankruptcy practice in Los Angeles in May." Penn's many practice areas include airline reorganization, bankruptcy and insolvency litigation, indenture trustees, successor trustees and secured creditors. He has a broad depth of experience in working with clients in the airline, utilities, energy, home furnishings, timber, real estate and finance industries. Penn is Board Certified in Business Bankruptcy Law by both the Texas Board of Legal Specialization and the American Board of Certification. He is a frequent speaker as well as a writer and commentator on commercial bankruptcy issues. Penn received both his undergraduate degree and J.D. from Baylor University. In addition to his leadership of the ABI, he is an Emeritus Director of the American Board of Certification (as well as a past president and past chair of the board of directors), the American College of Bankruptcy, the International Insolvency Institute and the Tarrant County Bankruptcy Bar (past president). He has been recognized in Chambers USA, Best Lawyers in America (2003-2013), Super Lawyers (2003 ? 2013) and is AV(R) Preeminent(TM) by Martindale Hubbell(R). Outside of his law practice, Penn is a current member of the Executive Board for the Longhorn Council Boy Scouts of America (2004-present), a former Scoutmaster and he was a member of the Board of Directors of the Tarrant County Division of the March of Dimes (1995-2004). Perkins Coie's Bankruptcy & Restructuring group is a national, full-service bankruptcy and restructuring practice with experience representing virtually all constituencies in a distressed situation. Attorneys provide counsel for debtors, creditors and third parties in out-of-court negotiations as well as representation in state and federal court litigation across the country. Perkins Coie has substantial bankruptcy experience, representing business debtors, secured and unsecured creditors, court-appointed trustees, indenture trustees and creditors' committees. The firm also represents federally insured financial institutions, commercial mortgage-backed securities special servicers (CMBS), pension fund administrators, asset-based lenders, trade creditors and public debt holders. About Perkins Coie: Founded in 1912, Perkins Coie has more than 900 lawyers in 19 offices across the United States and Asia. We provide a full array of corporate, commercial litigation and intellectual property legal services to a broad range of clients, from FORTUNE 50 corporations to small, independent start-ups, as well as public and not-for-profit organizations. * BOND PRICING -- For Week From Sept. 30 to Oct. 4, 2013 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- AES Eastern Energy LP AES 9.670 4.125 1/2/2029 AES Eastern Energy LP AES 9.000 1.750 1/2/2017 AGY Holding Corp AGYH 11.000 56.625 11/15/2014 Affinion Group Holdings Inc AFFINI 11.625 57.250 11/15/2015 Alion Science & Technology Corp ALISCI 10.250 65.750 2/1/2015 Ally Financial Inc ALLY 6.650 99.000 10/15/2018 Buffalo Thunder Development Authority BUFLO 9.375 35.250 12/15/2014 Cengage Learning Acquisitions Inc TLACQ 10.500 19.750 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 12.000 13.625 6/30/2019 Cengage Learning Acquisitions Inc TLACQ 10.500 19.750 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 13.250 1.375 7/15/2015 Cengage Learning Acquisitions Inc TLACQ 13.250 1.375 7/15/2015 Cengage Learning Holdco Inc TLACQ 13.750 1.375 7/15/2015 Champion Enterprises Inc CHB 2.750 0.375 11/1/2037 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 15.000 1/30/2037 Energy Future Holdings Corp TXU 5.550 35.000 11/15/2014 FiberTower Corp FTWR 9.000 1.000 1/1/2016 GMX Resources Inc GMXR 9.000 0.990 3/2/2018 GMX Resources Inc GMXR 4.500 1.850 5/1/2015 James River Coal Co JRCC 4.500 32.500 12/1/2015 James River Coal Co JRCC 3.125 24.250 3/15/2018 LBI Media Inc LBIMED 8.500 30.000 8/1/2017 Lehman Brothers Holdings Inc LEH 1.000 16.625 8/17/2014 Lehman Brothers Holdings Inc LEH 1.000 16.625 8/17/2014 MF Global Holdings Ltd MF 6.250 45.500 8/8/2016 MF Global Holdings Ltd MF 1.875 43.875 2/1/2016 OnCure Holdings Inc ONCJ 11.750 49.000 5/15/2017 Overseas Shipholding Group Inc OSG 8.750 84.250 12/1/2013 Platinum Energy Solutions Inc PLATEN 14.250 43.625 3/1/2015 Powerwave Technologies Inc PWAV 1.875 0.750 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.750 11/15/2024 Residential Capital LLC RESCAP 6.875 31.750 6/30/2015 Savient Pharmaceuticals Inc SVNT 4.750 24.000 2/1/2018 School Specialty Inc SCHS 3.750 38.375 11/30/2026 Sorenson Communications Inc SRNCOM 10.500 70.625 2/1/2015 Sorenson Communications Inc SRNCOM 10.500 70.625 2/1/2015 THQ Inc THQI 5.000 50.500 8/15/2014 TMST Inc THMR 8.000 10.750 5/15/2013 TOUSA Inc TOUS 7.500 1.000 3/15/2011 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 23.625 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 3.300 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 3.000 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 2.625 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 35.200 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 2.750 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 2.500 11/1/2016 USEC Inc USU 3.000 22.450 10/1/2014 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 42.870 8/1/2016 Verso Paper Holdings LLC / Verso Paper Inc VRS 8.750 34.000 2/1/2019 WCI Communities Inc/Old WCI 4.000 0.500 8/5/2023 Western Express Inc WSTEXP 12.500 60.000 4/15/2015 Western Express Inc WSTEXP 12.500 60.000 4/15/2015 ********* 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 ***