/raid1/www/Hosts/bankrupt/TCR_Public/131029.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, October 29, 2013, Vol. 17, No. 300
Headlines
30DC INC: Incurs $139,000 Net Loss in March 31 Quarter
710 LONG RIDGE: Hearing to Approve Plan Outline on Nov. 21
ALLIED INDUSTRIES: Has Until November 19 to File Consensual Plan
AMERICAN AIRLINES: Biz Groups Support USAir Merger
AMERICAN APPAREL: GCIC Ltd. Held 12.9% Equity Stake at Oct. 22
AMES DEPARTMENT: Ohio Dept. of Taxation Opposes Plan Confirmation
AMINCOR INC: Unit Inks Co-Packer Agreement
APPLIED DNA: CEO Granted Option to Buy 50 Million Shares
ARMORWORKS ENTERPRISES: Squire Sanders Hit With Ouster Bid
ATHLACTION HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Negative
AUTOMATED BUSINESS: Has Interim Authority to Use PNC Bank Cash
AXION INTERNATIONAL: Sells $596,992 Convertible Notes
AXION INTERNATIONAL: MLTM Lending Held 32.4% Stake at Oct. 21
BBX CAPITAL: To Acquire Operations and Assets of Renin
BIOZONE PHARMACEUTICALS: Settles Aphena Claims for $400,000
BUILDERS FIRSTSOURCE: Posts $12.8 Million Net Income in Q3
BUILDERS GROUP: Barred From Using Mall Rent to Fund Bankruptcy
CAESARS ENTERTAINMENT: Closes Distribution of Subscription Rights
CANCER GENETICS: Selling 2.8MM Common Shares for $14 Apiece
CASPIAN ENERGY: Receives Default Notice on Convertible Debenture
CENGAGE LEARNING: Can Access Cash Collateral Until March 3
CENGAGE LEARNING: Lease Decision Period Extended Until Jan. 28
CENGAGE LEARNING: Plan Filing Period Extended Until March 15
CHRYSLER GROUP: Debt, Spending Still High; Earnings Out Wednesday
CLEAR CHANNEL: Inks Second Amendment to 2005 Revolving Note
COLONIAL BANK: Auditors Attempt to Trim FDIC's Lawsuit
COMMUNITY WEST: Reports $2.6 Million Net Income in Third Quarter
CONSOLIDATED CAPITAL: Closing of Sale Agreement Set for Oct. 30
CUBIC ENERGY: Files Copy of Investor Presentation With SEC
CUI GLOBAL: Files Addendum to Distributorship Pact With Digi-Key
DAMON'S INTERNATIONAL: Court Trims Avoidance Suit v. US Foods
DBSI INC: Court Sets Aside Default Judgment Against Walker
DETROIT, MI: Council Objects to Postpetition Financing Proposal
DETROIT, MI: Bankruptcy Not Discussed in Early Talks With State
DIGITAL ANGEL: Changes Name to VeriTeQ; Has Reverse Stock Split
DOLPHIN DIGITAL: Appoints Mirta Negrini as CFO and COO
EAST COAST BROKERS: Sale of Cold Storage Facilities Totals $75.8MM
EDENOR SA: Pampa Holds 6.3% of American Depositary Shares
ELBIT VISION: Extraordinary Meeting Set on December 2
ELCOM HOTEL: Hearing to Approve Plan Outline on Nov. 4
ELCOM HOTEL: Proposes December 5 Auction of Assets
EMPIRE DIE: Seeks to Sell Assets, Proposes December Auction
EMPIRE DIE: Has Interim Authority to Obtain DIP Loans
EMPIRE DIE: Can Use Cash Collateral to Operate in Chapter 11
ENDEAVOUR INTERNATIONAL: Appoints Director of U.K. Operations
ENDEAVOUR INTERNATIONAL: Steelhead Held 13.3% Stake at Oct. 18
ENDICOTT INTERCONNECT: Can Access Cash Collateral Until Oct. 30
FANNIE MAE: Terminates Four Defined Benefit Pension Plans
FINJAN HOLDINGS: Subsidiary Issued New U.S. Patent
FLORIDA GAMING: Chapter 11 Trustee Approved
FLUX POWER: Extends Maturity of Esanjay Notes to December 2015
FREDERICK'S OF HOLLYWOOD: Incurs $23.4 Million Net Loss in 2013
FREESEAS INC: Issues 6.7 Million Common Shares to Crede
FUSION TELECOMMUNICATIONS: In Talks for $30-Mil. Debt Investment
GENERAL MOTORS: U.S. Court Okays "Nova Scotia" Settlement
GLW EQUIPMENT: Case Will Now Be Handled by Judge Michael Ridgway
GLW EQUIPMENT: Hearing on Cash Collateral Use Continued to Nov. 6
GLW EQUIPMENT: Hearing on GECC's Stay Motion Continued to Nov. 6
GREEN FIELD ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition
GREEN FIELD ENERGY: Case Summary & 30 Largest Unsecured Creditors
HAMPTON CAPITAL: Court Sets Nov. 14 Hearing to Confirm Plan
HAMPTON CAPITAL: Can Hire Univ. Management as Collections Agent
HAMPTON ROADS: Appoints Director of At-Work Banking
HEALTHWAREHOUSE.COM INC: Incurs $5.6 Million Loss in Q1
HEALTHWAREHOUSE.COM INC: Incurs $338,800 Loss in Q2
HERCULES OFFSHORE: Posts $25.2 Million Net Income in Q3
HOSPITALITY STAFFING: Gets Interim Nod for $7MM DIP Loan
INSPIREMD INC: Secures $10MM Financing for Product Development
ISOFOTON SA: Judge Grants U.S. Bankruptcy Protection
ISTAR FINANCIAL: Board Approves Amended Bylaws
JACKSONVILLE BANCORP: Effects 1-for-20 Reverse Stock Split
KENNETH STARR: Ch. 7 Trustee Sues Luxury Condo Firm
KEYWELL LLC: Creditors' Panel Hires McDonald Hopkins as Counsel
KEYWELL LLC: Can Employ Adelman & Gettleman as Legal Counsel
KEYWELL LLC: Court Approves Patzik Frank to Advise on Sale
KEYWELL LLC: Can Employ Eureka Capital as Investment Banker
LYON WORKSPACE: Court Okays Hiring of Lockton Companies
MACATAWA BANK: Posts $2,238,000 for Quarter Ended Sept. 30
MCCLATCHY CO: Posts $7.3 Million Net Income in 3rd Quarter
MDU COMMUNICATIONS: Stockholders OK Sale of Unit to Access Media
MEDLAB OHIO: Laboratory Partners Files Chapter 11 in Delaware
METROPARK USA: Panel Seeks to Modify Blakeley's Employment Terms
MFM INDUSTRIES: Court Okays Sale of Clay Cat Litter Business
MORGAN'S FOODS: Has 25 Million Authorized Common Shares
MORRIS SENIOR: Illinois District Court Affirms Contempt Ruling
MOUNTAIN PROVINCE DIAMONDS: Canadian Gov't OKs Gahcho Kue Project
MUSCLEPHARM CORP: Has Office Lease Agreement With Frost
NAMCO LLC: To Rebound Out of Bankruptcy
NATIONAL CENTURY: 6th Cir. Affirms Dismissal of "Big Boy" Claims
NMP-GROUP: Ch.7 Trustee of HRH Construction Objects to Plan
NNN PARKWAY: Weiland Golden to Replace Arnold Wuhrman as Counsel
NORTEL NETWORKS: Blumrosen Appointed as Commissioner
OLD SECOND: Posts $71.6 Million Net Income in Third Quarter
ORAGENICS INC: Hikes Salaries of Executive Officers
ORAGENICS INC: Incurs $9.3 Million Net Loss in Sept. 30 Quarter
ORMET CORP: US Trustee Wants Bankruptcy Converted to Ch. 7
PALM BEACH CHURCH: Section 341(a) Meeting Set for Dec. 2
POINT CENTER: Chapter 11 Trustee Hires Landau Gottfried as Counsel
POINT CENTER: Appointment of Ch.11 Trustee Moots Cash Use Bid
POINT CENTER: Diamond McCarthy Says Objection Replete With Errors
PROLOGIS LP: Fitch Retains BB+ Rating on $100MM Preferred Stock
PURE BIOSCIENCE: Mayer Hoffman McCann Raises Going Concern Doubt
QUANTUM CORP: Incurs $7.9 Million Net Loss in Second Quarter
QUANTUM FUEL: Seamans Capital Held 5.9% Equity Stake at Oct. 10
RITE AID: CEO and President Ink Stock Trading Plans
SALLY HOLDINGS: Offering $200 Million 5.50% Senior Notes
SAN BERNARDINO, CA: Agencies Say Suit Is Unconstitutional
SAND TECHNOLOGY: To Hold Special Meeting on November 13
SECURITY NATIONAL: May Use Lenders' Cash Until Nov. 15
SECURITY NATIONAL: Lease Decision Period Extended Until Dec. 31
SECURITY NATIONAL: Has 8th Interim Approval for $3MM DIP Financing
SHELBOURNE NORTH WATER: Creditors Want Ch. 11 to Stay in Del.
SOUNDVIEW ELITE: Hires CohnReznick LLP as Financial Advisor
SOUTH FLORIDA SOD: Wins Access of Cash Collateral Until Nov. 12
SPANSION INC: District Court Dumps Rubino Appeal
SPEEDEMISSIONS INC: TCA Agrees to Hike Revolving Loan to $1.3MM
STEREOTAXIS INC: To Report at Least $10MM Revenue in 3rd Qtr.
STEREOTAXIS INC: Amends 6.3MM Subscription Rights Offering
SUN BANCORP: Incurs $4.9 Million Net Loss in Third Quarter
T-L BRYWOOD: Court Suspends Proceedings on Bid for Stay Relief
TEN SAINTS: Nov. 13 Hearing on Final Decree Closing Ch. 11 Case
TRINITY COAL: Court Schedules Evidentiary Hearing for Nov. 5
TRINITY COAL: Maturity Date of DIP Financing Extended to Dec. 31
TRINITY COAL: Kentucky River Balks at Approval of Plan Outline
TRUE BEGINNINGS: PlentyofFish CEO Blasts Texas AG Over Failed Sale
UNI-PIXEL INC: Sets 3rd Quarter Conference Call for November 7
UNIVERSAL BIOENERGY: Global Energy Held 61.7% Stake at April 10
URBAN AG. CORP: Settles $2.9 Million Debt With ASC Recap
USEC INC: Messrs. Diament and Williams Join Board
USG CORP: Files Form 10-Q; Posts $23 Million Net Income in Q3
VERITY CORP: Appoints Two Directors
W25 LLC: Court Enters Final Decree Closing Reorganization Case
WAVE SYSTEMS: Amends 372,578 Shares Resale Prospectus
WESTMORELAND COAL: Incurs $1 Million Net Loss in Sept. 30 Qtr.
XZERES CORP: Ron Elvidge Discloses 17.7% Equity Stake
ZALE CORP: Amends 11 Million Shares Resale Prospectus
* Fitch: Low Sales Growth Challenges US Utilities' Business Models
* Fitch: Stricter US Bank Liquidity Rules to Affect Profitability
* Several Law Firms in Merger Talks
* U.S. Business Bankruptcy Filings Continue to Sink
* Large Companies With Insolvent Balance Sheets
*********
30DC INC: Incurs $139,000 Net Loss in March 31 Quarter
------------------------------------------------------
30DC, Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$139,096 on $378,168 of total revenue for the three months ended
March 31, 2013, as compared with a net loss of $71,494 on $401,436
of total revenue for the same period during the prior year.
For the nine months ended March 31, 2013, the Company reported a
net loss of $372,332 on $1.43 million of total revenue as compared
with a net loss of $354,163 on $1.32 million of total revenue for
the same period a year ago.
The Company's balance sheet at March 31, 2013, showed $2.84
million in total assets, $2.13 million in total liabilities and
$717,251 total stockholders' equity.
A copy of the Form 10-Q is available for free at:
http://is.gd/ua3umT
About 30DC Inc.
New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses. It operates in two divisions, 30 Day Challenge and
Immediate Edge.
30DC's annual report for the fiscal year ended June 30, 2012,
shows net income of $32,207 on $2.91 million of total revenue as
compared with a net loss of $1.44 million on $1.89 million of
total revenue the year before.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2012. The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of
June 30, 2012.
710 LONG RIDGE: Hearing to Approve Plan Outline on Nov. 21
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The hearing to consider the adequacy of the information contained
in the disclosure statement submitted by 710 Long Ridge Road
Operating Company II, LLC, et al., in support of the Debtors'
Joint Chapter 11 Plan of Reorganization dated Oct. 22, 2013, will
be held on Nov. 21, 2013, at 10:00 a.m. Written objections to the
adequacy of the Disclosure Statement will be electronically filed
no later than 5:00 p.m. on Nov. 14, 2013.
According to the Plan terms, subject to the Debtors or the
Reorganized Debtors entering into the New Credit Agreement, the
HUD Lender (Class 2) will have its Claim Reinstated on the
Effective Date. Prepetition Liens with respect to such HUD Lender
Claims will survive the Effective Date and will continue in
accordance with contractual or statutory terms until such HUD
Claim has been paid in full.
Subject to the Debtors or the Reorganized Debtors entering into
the New Credit Agreement, M&T (Class 3) will have its Claim
Reinstated on the Effective Date. Prepetition Liens with respect
to such M&T Claims will survive the Effective Date and will
continue in accordance with contractual or statutory terms until
the M&T Claim has been paid in full.
In exchange for full and final satisfaction, settlement,
release and discharge of each Allowed Ongoing Trade Vendor Claim
(Class 5), each Holder of an Allowed Class 5 Claim will be paid in
Cash an amount equal to 75% of such Holder's Allowed Class 5 Claim
(i) in 12 equal monthly installments commencing on the Effective
Date or as soon as reasonably practicable thereafter or (ii) in
the ordinary course of business in accordance with the terms of
any agreement that governs such Allowed Class 5 Claim or in
accordance with the historical course of dealings between the
Debtors and such Holder with respect to such Allowed Class 5
Claim.
In exchange for full and final satisfaction, settlement, release
and discharge of each Allowed Other General Unsecured Claim
(Class 6), upon the fixing of all Class 6 Allowed Class 6 Claims
(which in the case of the Backpay Claims will mean the conclusion
of the ALJ Proceedings and any right of appeal thereof), each
Holder of an Allowed Class 6 Claim will receive their Pro Rata
share of the Plan Distribution Contribution Amount.
Intercompany Claims (Class 7) will not receive or retain any
property under the Plan on account of such claims.
In exchange for the forgiveness and cancellation of the
Intercompany Claims including Claims that the Affiliated
Landlords, the Management Company and/or the Parent Companies had
or may have against a Debtor and its applicable Estate, and the
commitments undertaken by the Backstop Funder and other members of
the Plan Sponsor Group under the Plan, the Holder of the Class 8
Equity Interests will retain their Equity Interests in the Debtors
but will not receive any Distributions on account of such Equity
Interests.
Except as otherwise provided in the Plan or the Confirmation
Order, all Cash necessary for the Reorganized Debtors to make
payments pursuant to the Plan may be obtained from existing Cash
balances (which as of the Effective Date will include the Plan
Distribution Contribution Amount), the operations of the Debtors
or the Reorganized Debtors, sales of assets or the exit financing
pursuant to the New Credit Agreement, provided that, to the extent
of any insufficiency, funds will be advanced to the applicable
Debtor by the Backstop Funder or, as determined by the Debtors in
their sole discretion, any member of the Plan Sponsor Group at the
option of the advancing Debtor, as applicable.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/710_LONG_ds.pdf
About 710 Long Ridge Road Operating Company II
710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut. The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.
710 Long Ridge Road Operating Company II and its affiliates sought
Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13-
13657) on Feb. 24, 2013, to modify their collective bargaining
agreements with the New England Health Care Employees Union,
District 1199, SEIU.
The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors. Logan & Company, Inc.
is the claims and notice agent. Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.
Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors. The Committee tapped to retain
EisnerAmper LLP as accountant.
ALLIED INDUSTRIES: Has Until November 19 to File Consensual Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the stipulation by and among Allied Industries, Inc.,
the Official Committee of Unsecured Creditors, and California
United Bank to vacate the Oct. 24, 2013 hearing regarding the
adequacy of the Disclosure Statement, and, instead, set Nov. 19,
2013, as the deadline for the Debtor to file an amended Chapter 11
Disclosure Statement and Plan.
On Sept. 18, 2013, the Debtor filed a Disclosure Statement and
Plan of Reorganization. On Sept. 18, 2013, the Debtor also filed
the Notice of Motion and Motion for Order Approving (1) the
Debtor's Disclosure Statement and Plan of Reorganization and (2)
Related Confirmation Procedures, Deadlines and Notices.
In the Stipulation, the Parties told the Court that the recent
appointment of the Committee on Sept. 24, 2013, has not provided
enough time for the Committee to provide input on the Disclosure
Statement and Solicitation Procedures Motion, and to file a timely
opposition, prior to the Oct. 24, 2013 hearing. Thus, in order to
permit the Parties to engage in the negotiations and discussions
necessary to reach agreement on a consensual disclosure statement
and plan, the Parties requested that the Court vacate the Oct. 24,
2013 hearing and, instead, set Nov. 19, 2013, as the deadline for
the Debtor to file an amended Chapter 11 Disclosure Statement and
Plan.
About Allied Industries
Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013. The petition was
signed by Ernesto Gutierrez as president and chief executive
officer. The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365. Dheeraj K. Singhal, Esq.,
and Dixon L. Gardner, Esq. at DCDM Law Group, P.C., serve as the
Debtor's counsel.
AMERICAN AIRLINES: Biz Groups Support USAir Merger
--------------------------------------------------
Law360 reported that the leaders of 26 city and state chambers of
commerce on Oct. 24 joined in the growing chorus of stakeholders
voicing support for the proposed merger of American Airlines Inc.
and US Airways Group Inc. and urged Attorney General Eric Holder
to settle the lawsuit currently stymieing the deal.
According to the report, representatives from the chambers of
commerce for such cities as Boston, Chicago, Los Angeles, Miami,
Philadelphia and Washington, D.C., among scores of others, told
Holder that the newly formed American Airlines will offer new
opportunities to travelers and organizations.
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 APPAREL: GCIC Ltd. Held 12.9% Equity Stake at Oct. 22
--------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, GCIC Ltd. disclosed that as of Oct. 22, 2013, it
beneficially owned 14,253,266 shares of common stock of American
Apparel, Inc., representing 12.92 percent of the shares
outstanding. A copy of the regulatory filing is available for
free at http://is.gd/XixGi8
About American Apparel
Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel. As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.
Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being. Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece. The deal allows the investors to purchase additional
27.4 million shares at the same price.
The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011. The Company's
balance sheet at June 30, 2013, showed $335.32 million in total
assets, $392.67 million in total liabilities and a $57.35 million
total stockholders' deficit.
* * *
American Apparel carries a Caa1 Corporate Family Rating from
Moody's Investors Service and a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.
AMES DEPARTMENT: Ohio Dept. of Taxation Opposes Plan Confirmation
-----------------------------------------------------------------
The Ohio Department of Taxation, through Ohio Attorney General
Michael DeWine, lodged an objection to the confirmation of Ames
Department Stores, Inc., et al.'s Modified Second Amended
Chapter 11 Plan, citing that:
1. the Tax Department has filed a proof of claim for unpaid
sales taxes. Section 7.6 of the plan, "No Interest", specifically
provides that no interest will be allowed from the Effective Date
of the Plan until distribution. Such a provision violates 11
U.S.C. Section 1129(a)(9)(C)(i) and Section 511 of the Bankruptcy
Code. Unless the Debtors' plan provides for payment of interest
from the Effective Date until date of distribution, the Debtors'
plan may not be confirmed.
2. Section 8.3 Release of Directors and Officers should not
be allowed. Ohio Revised Code 5739.33 provides for personal
liability of responsible parties for failure to pay sales taxes.
The responsible parties are not parties in the case at bar.
Therefore, the plan should not be confirmed if it contains a
release of directors and officers.
As reported in the TCR on Sept. 23, 2013, Judge Robert E. Gerber
of the U.S. Bankruptcy Court for the Southern District of New York
approved the disclosure statement explaining the modified second
amended Chapter 11 plan of Ames Department Stores, Inc., and its
debtor affiliates.
The hearing to consider confirmation of the Plan is scheduled for
Nov. 13, 2013, at 9:45 a.m. (prevailing Eastern Time). Objections
to the confirmation are due on or before Oct. 18.
The Plan is a straightforward mechanism for liquidating the
Debtors' Assets. Under the Plan, an initial Distribution will
occur on the Effective Date or as soon as practicable thereafter
to satisfy Allowed Administrative Claims, Allowed Priority Tax
Claims, Allowed Priority Non-Tax Claims, and Indenture Trustee
Fees, i.e., the reasonable and documented compensation, fees,
expenses, disbursements, and indemnity claims of the Indenture
Trustees and their attorneys, advisors, and agents (up to $125,000
per Indenture Trustee). Additional Distributions will be made to
holders of Allowed Note and General Unsecured Claims to the extent
the Debtors have sufficient Available Cash to make Distributions
to such Claimholders. If the Debtors do not have sufficient
Available Cash to make Distributions to such Claimholders, the
balance of the Debtors' Assets, once Professional Fee Claims are
paid, will be distributed to one or more reputable charitable
organization(s) pursuant to the Plan.
About Ames Department Stores
Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958. At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia. In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code. In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.
Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001. Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; and Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP. When the Company filed for
protection from their creditors, they reported $1,901,573,000 in
assets and $1,558,410,000 in liabilities. The Company closed all
of its 327 department stores in 2002.
AMINCOR INC: Unit Inks Co-Packer Agreement
------------------------------------------
Amincor Inc.'s wholly owned subsidiary, Baker's Pride, Inc.,
executed a Co-Packer Agreement, dated Oct. 18, 2013, with a
leading producer and marketer of packaged bakery foods
headquartered in the Southeastern United States, which operates 45
highly efficient and technologically advanced bakeries that
produce recognizable branded breads, buns, rolls, snack cakes, and
pastries, which are distributed fresh to food-service and retail
customers in the Southeastern, Southwestern, and mid-Atlantic
states and frozen to national food-service and retail customers.
Pursuant to the Co-Packer Agreement, BPI will prepare,
manufacture, process and package certain baked goods products and
BPI management anticipates annual sales to be a minimum of
$2,000,000, with additional possible sales of up to
$14,000,000.
About Amincor Inc.
New York, N.Y.-based Amincor, Inc., is a holding company
operating through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor
Other Assets, Inc.
BPI is a producer of bakery goods. Tyree performs maintenance,
repair and construction services to customers with underground
petroleum storage tanks and petroleum product dispensing
equipment.
Through its wholly owned subsidiaries, Environmental Quality
Services, Inc., and Advanced Waste & Water Technology, Inc., EHC
provides environmental and hazardous waste testing and water
remediation services in the Northeastern United States.
Other Assets, Inc., was incorporated to hold real estate,
equipment and loan receivables. As of March 31, 2013, all of
Other Assets' real estate and equipment are classified as held for
sale.
As reported in the TCR on April 24, 2013, Rosen Seymour Shapss
Martin & Company, in New York, expressed substantial doubt about
Amincor's ability to continue as a going concern, citing the
Company's recurring net losses from operations and working capital
deficit of $21.2 million as of Dec. 31, 2012.
The Company's balance sheet at June 30, 2013, showed $33.75
million in total assets, $36.03 million in total liabilities and a
$2.27 million total deficit.
APPLIED DNA: CEO Granted Option to Buy 50 Million Shares
--------------------------------------------------------
Dr. James A. Hayward, Chairman, chief executive officer and
president of Applied DNA Sciences, Inc., and Mr. Ming-Hwa Liang,
chief technology officer and secretary of the Company were each
granted options by the Board of Directors to purchase 50,000,000
and 3,000,000 shares of the Company's Common Stock, $.001 par
value, respectively, pursuant to the Company's 2005 Incentive
Stock Plan. The options have a term of five years and an exercise
price of $.097 per share.
About Applied DNA
Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States. The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."
Applied DNA incurred a net loss of $7.15 million for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million for the year ended Sept. 30, 2011. The Company's balance
sheet at June 30, 2013, showed $3.84 million in total assets,
$1.53 million in total liabilities and $2.30 million in total
stockholders' equity.
ARMORWORKS ENTERPRISES: Squire Sanders Hit With Ouster Bid
----------------------------------------------------------
Law360 reported that ArmorWorks Enterprises LLC creditor C Squared
Capital Partners LLC told an Arizona federal judge on Oct. 24 that
Squire Sanders cannot represent ArmorWorks in its bankruptcy case
in any capacity, holding that the firm served as counsel to C
Squared in directly related matters.
According to the report, the brief in support of disqualifying
Squire comes a month after ArmorWorks lambasted its creditors'
request to appoint a Chapter 11 bankruptcy trustee, claiming that
such an interloper would unnecessarily disrupt reorganization
efforts and lose the Arizona business millions of dollars.
About ArmorWorks Enterprises
Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.
ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products. ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.
The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as
financial advisor. ArmorWorks estimated $10 million to $50
million in assets and liabilities.
As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.
The Plan filed in the Debtors' cases would resolve the ongoing
dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40% minority interest, or alternatively, allow C Squared
to purchase the 60% majority interest of AWI.
ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.
ATHLACTION HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Negative
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Standard & Poor's Ratings Services said it assigned a preliminary
'B' corporate credit rating to San Diego, Calif.-based Athlaction
Holdings LLC. The outlook is negative.
S&P also assigned its preliminary 'B+' issue-level rating to the
company's proposed $342.5 million first-lien term loan maturing
2020 and $45 million revolving credit facility maturing 2018. The
preliminary '2' recovery rating indicates S&P's expectations for
substantial (70%-90%) recovery in the event of payment default.
S&P also assigned its preliminary 'CCC+' issue-level rating to the
proposed $172.5 million second-lien term loan maturing 2021. The
preliminary '6' recovery rating indicates S&P's expectations for
negligible (0%-10%) recovery in the event of payment default.
The preliminary issue ratings and expected 'B' corporate credit
rating are subject to S&P's review of final documentation.
"The ratings on Athlaction Holdings reflect the company's 'weak'
business risk profile (as defined by our criteria), incorporating
the company's narrow product focus and fragmented market, partly
favorably offset by high customer retention rates, and a 'highly
leveraged' financial risk profile," said Standard & Poor's credit
analyst Martha Toll-Reed.
Athlaction, through its primary operating subsidiary, The Active
Network Inc. (Active) provides a Web-based software platform used
by community organizations, state and local governments, and
businesses to manage and plan activities, meetings, and events.
The company's ActiveWorks software-as-a-service platform supports
many of the administrative tasks involved in organizing activities
and events, including online registration, billing, financial
reporting, data analytics, and merchandise sales. The majority of
Active's revenues are recurring in nature, and generated by user-
based activity fees under multi-year customer contracts.
The outlook is negative, reflecting currently weak profitability
and high pro-forma leverage. Sustained revenue growth,
realization of substantial cost reductions, and adjusted leverage
of about 8x in fiscal 2014 could lead S&P to revise the outlook to
stable. Persistently high costs, lack of revenue growth or
material deterioration in customer retention rates, leading to
sustained leverage over 10x, could lead to a downgrade.
AUTOMATED BUSINESS: Has Interim Authority to Use PNC Bank Cash
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The U.S. Bankruptcy Court for the District of Maryland has granted
Automated Business Power, Inc., interim permission to use cash
collateral securing its prepetition indebtedness, pursuant to a
budget.
As reported in the TCR on Oct. 24, 2013, as adequate protection to
PNC Bank, National Association, as administrative agent for a
consortium of prepetition lenders, Automated Business Power
proposes that PNC will receive a priority security interest in and
replacement lien on all of the Debtor's cash existing on the
Petition Date and thereafter acquired. PNC will also be granted a
super-priority administrative expense claim. In addition, the
Debtor will make monthly payments on the PNC obligations
throughout the course of the Chapter 11 case. The payments will
be equal to $250,000 per month in principal plus interest at the
non-default rate.
PNC had objected to the Debtor's request, complaining that the
Debtor's business has drastically deteriorated, and the Company
should be liquidated in Chapter 7. Moreover, PNC complains that
the Debtor offers "illusory" adequate protection and that certain
accounts receivable are not property of the estate because the
Agent has foreclosed upon them under the Uniform Commercial Code.
Accordingly, PNC asked the Court to deny approval of the motion.
Automated Business Power, Inc., and Automated Business Power
Holding Co filed their Chapter 11 petitions (Bankr. D. Md. Case
Nos. 13-27123 and 13-27125) on Oct. 8, 2013. The petitions were
signed by Daniel Akman as president. The Debtors estimated assets
of at least $50 million and liabilities of at least $10 million.
The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C. The Agent is represented by
James M. Smith, Esq. -- jsmit@gebsmith.com -- and Lisa Bittle
Tancredi, Esq. -- ltancredi@gebmith.com -- at Gebhardt & Smith
LLP, in Baltimore, Maryland.
AXION INTERNATIONAL: Sells $596,992 Convertible Notes
-----------------------------------------------------
Pursuant to the Note Purchase Agreement dated Aug. 24, 2012, among
Axion International Holdings, Inc., and MLTM Lending, LLC, Samuel
Rose, Allen Kronstadt and the other investors, the Company on
Oct. 21, 2013, issued and sold to the Investors an aggregate
principal amount of $596,992 of the Company's 8.0 percent
convertible promissory notes which are initially convertible into
shares of the Company's common stock, no par value, at a
conversion price equal to $0.40 per share of Common Stock, subject
to adjustment as provided on the terms of the Convertible Notes,
and associated warrants to purchase, in the aggregate, 1,492,482
shares of Common Stock, subject to adjustment as provided on the
terms of the Warrants. In consideration for the issuance of the
Convertible Notes and the Warrants, MLTM, Rose and Kronstadt paid
the Company cash in the aggregate amount of $596,992.
MLTM, Rose and Kronstadt loaned the Company an aggregate principal
amount of $603,007, and in consideration of those loans, the
Company issued its secured promissory notes to MLTM, Rose and
Kronstadt, each of which will be exchanged by the Company on a
future date, when the authorized shares of capital stock of the
Company are available, for a Convertible Note and Warrants.
In connection with the issuance of the Secured Notes, the Company,
Axion International, Inc., a wholly-owned subsidiary of the
Company, and the Investors entered into the First Amendment to
Security Agreement dated Oct. 21, 2013, which amends the Security
Agreement filed with the SEC on Aug. 27, 2012, to provide that the
Company's obligations under the Secured Notes are secured by a
security interest and lien in all of the assets of the Company and
Axion International.
The Convertible Notes, including all outstanding principal and
accrued and unpaid interest, are due and payable on the earlier of
Oct. 21, 2018, or upon the occurrence of an Event of Default.
The Warrants are exercisable at an exercise price of $0.60 per
share of Common Stock, subject to adjustment as provided for by
the terms thereof, for a period commencing on the date of issuance
and ending on the earlier to occur of the date that is (i) three
years after the date upon which the weighted average price of a
share of Common Stock for the 90 consecutive trading days prior to
such date is at least $2.00 per share, and (ii) five years after
the date on which the Convertible Note to which the applicable
Warrant is related has been repaid in full.
The Secured Notes, including all outstanding principal and accrued
and unpaid interest, are due and payable on the earlier of
Nov. 29, 2013, or upon the occurrence of an Event of Default.
The Company may prepay the Secured Notes, in whole or in part,
upon 5 calendar days prior written notice to the holders thereof.
Interest accrues on the Secured Notes at a rate of 8.0 percent per
annum, payable in arrears on the date the Secured Notes are repaid
or prepaid in full.
A full-text copy of the Form 8-K is available for free at:
http://is.gd/NjlTAq
About Axion International
New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.
RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011. RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past. These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.
Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010. The Company's balance sheet
at June 30, 2013, showed $8.66 million in total assets, $10.84
million in total liabilities, $6.33 million in 10 percent
convertible preferred stock, and a $8.52 million total
stockholders' deficit.
AXION INTERNATIONAL: MLTM Lending Held 32.4% Stake at Oct. 21
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, MLTM Lending, LLC, disclosed that as of
Oct. 21, 2013, it beneficially owned 14,624,772 shares of common
stock of Axion International Holdings, Inc., representing 32.4
percent of the shares outstanding. A copy of the regulatory
filing is available for free at http://is.gd/N7iNnP
About Axion International
New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.
RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011. RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past. These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.
Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010. The Company's balance sheet
at June 30, 2013, showed $8.66 million in total assets, $10.84
million in total liabilities, $6.33 million in 10 percent
convertible preferred stock, and a $8.52 million total
stockholders' deficit.
BBX CAPITAL: To Acquire Operations and Assets of Renin
------------------------------------------------------
BBX Capital Corporation and BFC Financial Corporation announced
that affiliates created jointly by them have agreed to acquire
substantially all of the assets and operations of Renin Corp. and
its subsidiaries, a manufacturer of interior closet doors, wall
decor, hardware and fabricated glass products. BBX Capital will
own 81 percent and BFC will own 19 percent of the new company.
Headquartered in Brampton, Ontario and with four current
manufacturing, assembly and distribution facilities in Brampton
and Concord, Ontario, Tupelo, Mississippi and the U.K., Renin
services diverse distribution channels including big box and
independent home improvement retailers, high volume builders,
other manufacturers and specialty retail outlets primarily in
North America. The entire Renin senior management team will
continue in their roles post-acquisition, led by current President
and CEO, Mr. Kevin Campbell. Mr. Campbell has held his current
position since 2007 when Renin was created through the merger of
Canadian-based DSH Group, which Campbell joined in 1987, and U.S.-
based Home Decor.
"We are very excited about the acquisition of Renin, and to be
associated with and investors in such a long-established company
led by Kevin Campbell and his excellent management team," said
Messrs. Jarett Levan and Phil Bakes, co-managing partners of BBX
Capital Partners.
Mr. Kevin Campbell, Renin's CEO, said: "My team and I could not be
more pleased that BBX Capital and BFC are the investors acquiring
our business. During the formal sale process, we met with many
potential suitors and BBX Capital and BFC embodied everything we
could hope for in a new owner, including a strong track record,
solid financial position and ability to close quickly. But more
importantly, we've been impressed with their style of investing
focused on supporting their management partners, facilitating and
valuing operational excellence and a longer term investment
horizon."
The transaction is expected to be completed by Oct. 30, 2013.
BBX Capital Partners, a subsidiary of BBX Capital, and Snapper
Creek Equity Management, a subsidiary of BFC, managed the
negotiation of and due diligence on this transaction, and post-
closing will serve as portfolio and investment managers on behalf
of BBX Capital and BFC Financial.
About BBX Capital
BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,
is a diversified investment and asset management company. The
business of BBX Capital includes real estate ownership, direct
acquisition and joint venture equity in real estate, specialty
finance, and the acquisition of controlling and non controlling
investments in operating businesses.
BBX Capital disclosing net income of $235.76 million in 2012, a
net loss of $28.74 million ncome in 2011 and a net loss of $143.25
million in 2010. As of June 30, 2013, the Company had $442.03
million in total assets, $196.63 million in total liabilities and
$245.39 million in total stockholders' equity.
As reported by the TCR on March 1, 2011, Fitch affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.
BankAtlantic entered into a Cease and Desist Order with the OTS at
both the bank and holding company level. The regulatory order
includes increased regulatory capital requirements, limits to the
size of the balance sheet, no new commercial real estate lending
and improvements to its credit risk and administration areas.
Furthermore, the holding company must also submit a capital plan
to maintain and enhance its capital position.
BBX Capital's principal asset until July 31, 2012 was its
investment in BankAtlantic and its subsidiaries. BankAtlantic was
a federal savings bank headquartered in Fort Lauderdale, Florida
and provided traditional retail banking services and a wide range
of commercial banking products and related financial services
through a broad network of community branches located in Florida.
On July 31, 2012, BBX Capital completed the sale to BB&T
Corporation of all of the issued and outstanding shares of capital
stock of BankAtlantic.
Following the BB&T Transaction, the Parent Company requested and
received approval from the Federal Reserve for deregistration as a
savings and loan holding company effective July 31, 2012. As
such, the Parent Company is no longer subject to regulation by the
Federal Reserve or restrictions applicable to a savings and loan
holding company and is no longer subject to restrictions pursuant
to the February 2011 Cease and Desist order entered into by the
Parent Company with its regulators.
This concludes the Troubled Company Reporter's coverage of BBX
Capital until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
BIOZONE PHARMACEUTICALS: Settles Aphena Claims for $400,000
-----------------------------------------------------------
BioZone Pharmaceuticals, Inc., BioZone Laboratories, Inc., Daniel
Fisher and Aphena Pharma Solutions entered into a Settlement
Agreement effective Oct. 18, 2013,
Pursuant to the Settlement Agreement, Aphena agreed to dismiss all
of its claims against BioZone, BioZone Labs and Fisher contained
in the action, entitled Aphena Pharma Solutions-Maryland, LLC v.
BioZone Laboratories, Inc., filed in the United States District
Court for the Northern District of California No. C12-06292.
In consideration for dismissal of the Lawsuit, Aphena will be paid
$400,000 within 30 days by BioZone's insurer, Evanston Insurance
Company. In addition, BioZone and BioZone Labs issued to Aphena a
Promissory Note in the amount of $500,000 to be paid by Feb. 28,
2014, and BioZone issued to Aphena five-year warrants to purchase
up to 200,000 shares of BioZone common stock at $0.50 per share.
About Biozone Pharmaceuticals
Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours. The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com. During late February 2011, the Company began to
explore alternatives to its original business plan. On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products. On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.
Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses. On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date. Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.
On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.
Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011. The Company's balance
sheet at June 30, 2013, showed $7.70 million in total assets,
$13.00 million in total liabilities and a $5.30 million total
shareholders' deficiency.
Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012. The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079. These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.
BUILDERS FIRSTSOURCE: Posts $12.8 Million Net Income in Q3
----------------------------------------------------------
Builders FirstSource, Inc., reported net income of $12.79 million
on $402.93 million of sales for the three months ended Sept. 30,
2013, as compared with a net loss of $13.56 million on $291.78
million of sales for the same period during the prior year.
For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $47.22 million on $1.12 billion of sales as compared
with a net loss of $44.80 million on $783.08 million of sales for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2013, showed $533.87
million in total assets, $528.41 million in total liabilities and
$5.45 million in total stockholders' equity.
Floyd Sherman, Builders FirstSource chief executive officer said,
"Our trend of improving financial results continued as our top
line growth and gross margin increase helped us achieve positive
net income and positive cash flow in the current quarter. As we
have previously stated, our focus has been on increasing market
share while expanding gross margins. To that end, our third
quarter sales were $402.9 million, an increase of 38.1 percent
when compared to the third quarter of 2012. This marks the eighth
consecutive quarter of year-over-year sales growth above 30
percent, and shows our sales growth is still outpacing the
increase in residential construction activity."
Mr. Sherman added, "Our gross margin percentage increased to 23.0
percent for the current quarter, up from 19.8 percent for the
third quarter of 2012. This margin increase was accomplished in
spite of the continuation of a very competitive pricing
environment, and was largely due to better customer pricing, an
increase in sales volume, and a lower rate of material cost
inflation."
A copy of the press release is available for free at:
http://is.gd/klrQvw
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction. The Company operates
in nine states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.
Builders FirstSource reported a net loss of $56.85 million in
2012, a net loss of $64.99 million in 2011 and a $95.50 million in
2010.
* * *
As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'. "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource Inc.'s 'strong' liquidity based
on the company's proposed recapitalization," said Standard &
Poor's credit analyst James Fielding.
BUILDERS GROUP: Barred From Using Mall Rent to Fund Bankruptcy
--------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte ruled that rents from
Builders Group & Development Corp.'s shopping mall, the Cupey
Professional Mall, constitute property of the debtor's estate
under state law and that the same constitute cash collateral to
CPG/GS PR NPL LLC's debt. However, the court also found that the
Debtor has not provided adequate protection to CPG for its two
separate interests; namely, its mortgage on the real property and
its security interest in the post-petition rents. Thus, Builders
Group may not use CPG's cash collateral -- that is, the post-
petition rents.
CPG filed an Urgent Motion for Entry of Order Determining the
Foreclosure of Rents and/or Prohibiting the Use of CPG/GS' Cash
Collateral, alleging that Builders Group has no right to use CPG's
post-petition rents because the same were foreclosed and ownership
of the rents was transferred pre-petition to CPG pursuant to
Articles 1416 et seq. of the Puerto Rico Civil Code, 31 L.P.R.A.
Sec. 3941 et seq. CPG alleges that the rents do not constitute
property of the estate pursuant to 11 U.S.C. Sec. 541(a)(6).
Builders Group, in its Opposition to CPG's Urgent Motion for Entry
of Order Determining the Foreclosure of Rents and/or Prohibiting
the Use of Cash Collateral, argues that (i) the Debtor's interest
in the rents, which constitute cash collateral, can only be
extinguished by a foreclosure of the rent producing collateral
pursuant to state law; thus the foreclosure of the Cupey
Professional Mall is required to effect a foreclosure on the post-
petition rents; and (ii) since the Cupey Professional Mall is
owned by Builders Group and is property of the estate pursuant to
11 U.S.C. Sec. 541(a)(1), the rents derived from property of the
estate form part of the bankruptcy estate under 11 U.S.C. Sec.
541(a)(6).
A copy of the Court's Oct. 22, 2013 Opinion and Order is available
at http://is.gd/eH3vEJfrom Leagle.com.
About Builders Group
Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico. The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town. The company sought bankruptcy on the eve of a
foreclosure sale of its property. The Debtor estimated at least
$10 million in assets and liabilities in its petition. The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates. Jose M. Monge Robertin, CPA, and Monge Robertin &
Asociados Inc. serve as the Debtor's CPA/Insolvency and
Restructuring Advisor.
CAESARS ENTERTAINMENT: Closes Distribution of Subscription Rights
-----------------------------------------------------------------
Caesars Entertainment Corporation distributed to its stockholders
as of the record date (Oct. 17, 2013) subscription rights to
purchase common stock of Caesars Acquisition Company.
On Oct. 21, 2013, (i) CAC, Caesars Growth Partners, LLC, and
Caesars and its subsidiaries consummated the Contribution
Transaction, (ii) affiliates of Apollo Global Management, LLC, and
affiliates of TPG Global, LLC, exercised their basic subscription
rights in full to purchase $457.8 million worth of CAC's Class A
common stock at a price of $8.64 per whole share and CAC used such
proceeds to acquire all of the voting units of Growth Partners and
(iii) Growth Partners used the proceeds to consummate the Purchase
Transaction. In connection with the Purchase Transaction and the
Contribution Transaction, CAC and Growth Partners entered into
agreements with Caesars Entertainment Operating Company, Inc., and
its subsidiaries to provide certain corporate services and back-
office support and business advisory services to CAC, Growth
Partners and their subsidiaries.
In connection with the consummation of the Transactions on
Oct. 21, 2013, Caesars contributed all of the shares of Caesars
Interactive Entertainment, Inc.'s outstanding common stock held by
a subsidiary of Caesars and approximately $1.1 billion in
aggregate principal amount of senior notes previously issued by
CEOC that are owned by another subsidiary of Caesars in exchange
for non-voting units of Growth Partners. The Contributed Assets
had an agreed aggregate value of approximately $1.304 billion
after certain value-related adjustments for the CEOC Notes. This
agreed valuation is subject to potential increase by up to $225
million based on earnings from CIE's social and mobile games
business exceeding a specified amount in 2015, which would be
conveyed to Caesars or its subsidiaries in the form of additional
non-voting units of Growth Partners or Class B common stock of
CAC. If prior to July 21, 2014, Growth Partners sells or agrees
to sell all of its interests in CIE to any third party other than
Caesars, then Caesars will receive concurrent with the closing of
such sale, that number of additional non-voting units of CAC that
would have been issued to Caesars if the value of CIE at the time
of contribution to Growth Partners were increased by the
difference between such third party sale price and the applicable
valuation price of $525 million as it relates to CIE (or any of
its component parts).
Additionally, on Oct. 21, 2013, Growth Partners used $360 million
of proceeds received from CAC to purchase from subsidiaries of
Caesars (i) the Planet Hollywood Resort and Casino Located in Las
Vegas, Nevada, (ii) Caesars' joint venture interests in a casino
to be developed by CBAC Gaming, LLC, in Baltimore, Maryland and
(iii) a 50 percent interest in the management fee revenues for
both of those properties. A subsidiary of Growth Partners assumed
the $513.2 million of the outstanding secured term loan related to
Planet Hollywood in connection with the Purchase Transaction.
After the third anniversary of the closing of the Transactions,
Caesars will have the right, which it may assign to any of its
affiliates or to any transferee of all non-voting units of Growth
Partners held by Caesars, to acquire all or a portion of the
voting units of Growth Partners not otherwise owned by Caesars and
its subsidiaries at that time. On the eighth year and six month
anniversary of the closing of the Transactions, if the board of
directors of CAC has not previously exercised its liquidation
right, Growth Partners will, and the board of directors of CAC
will cause Growth Partners to, effect a liquidation.
Upon consummation of the Transactions on Oct. 21, 2013, Caesars,
through its subsidiaries, owns approximately 79 percent of the
economic interests of Growth Partners. In addition, the board of
directors of Caesars received certain opinions from an
independent, nationally recognized valuation firm about the
respective values of the assets sold and contributed to Growth
Partners, the equity interests and other consideration received in
consideration for the contribution of certain of such assets, and
the fairness from a financial point of view to Caesars of the
total consideration received in consideration for the sale and
contribution of such assets to Growth Partners.
Transaction Agreement
In connection with the Transactions, on Oct. 21, 2013, CAC and
Growth Partners entered into a Transaction Agreement with Caesars
and certain of its subsidiaries that governs the distribution of
the rights, the contribution and purchase of certain assets by
subsidiaries of Caesars and the ongoing rights and
responsibilities among the parties. The Transaction Agreement
provides for customary representations, warranties and indemnities
and, among other things, provides for the:
* distribution of the CAC subscription rights via dividend
to the stockholders of record of Caesars;
* contribution by CAC to Growth Partners of the proceeds in
exchange for voting units of Growth Partners;
* contribution by certain subsidiaries of Caesars of the
Contributed Assets in exchange for non-voting units of
Growth Partners, subject to certain closing conditions and
adjustments for an earnout based on a component of CIE's
earnings in 2015;
* issuance of non-voting units of Growth Partners to a
subsidiary of Caesars if, within nine months after the
closing of the Transactions, Growth Partners sells or
agrees to sell all of its interests in CIE to any third
party other than Caesars at a sale price greater than the
valuation of CIE at the time of contribution to Growth
Partners;
* purchase of the Purchased Assets by Growth Partners for
fair value, subject to certain closing conditions and
adjustments;
* option, at the election of the Sponsors, to proceed with a
closing in multiple stages;
* agreement to enter into the CGP Management Services
Agreement; and
* the aggregate fair-market value, if any, of the
subscription rights distributed by Caesars to be restored
to Caesars in the form of CEOC Notes.
CGP Operating Agreement
In connection with the Transactions, on Oct. 21, 2013, certain
subsidiaries of Caesars entered into an amended and restated
limited liability company agreement of Growth Partners, under
which CAC was issued 52,990,608 voting units and those
subsidiaries of Caesars were issued 199,508,897 non-voting units.
CAC will manage and operate the business and affairs of Growth
Partners as the managing member and sole holder of its voting
units, and may request certain back-office and advisory services
from CEOC under the CGP Management Services Agreement. Approval
by the CAC board of directors will be required to approve certain
significant corporate actions at Growth Partners, including, among
other things, liquidation or dissolution; merger, consolidation or
sale of all or substantially all of the assets; acquisitions or
investments outside of the ordinary course of business; and
material amendments to the CGP Operating Agreement.
All of the holders of units will be entitled to share equally in
any distributions that CAC, as managing member, may declare from
legally available sources, subject to the distribution waterfall
in connection with a liquidation, a partial liquidation or sale of
material assets. All of the holders of units will also be
entitled to receive quarterly cash tax distributions. The Call
Right held by certain subsidiaries of Caesars, the liquidation
right held by CAC and the development of ongoing business
opportunities.
The management, operation and power of Growth Partners is vested
exclusively in CAC and independent of Caesars; provided, however,
that the CGP Operating Agreement contains certain provisions
requiring CAC to cause Growth Partners to interact with Caesars on
an arm's length basis.
Additional information is available for free at:
http://is.gd/8F45Xq
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees. Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names. The Company has its corporate
headquarters in Las Vegas.
Harrah's announced its re-branding to Caesar's on mid-November
2010.
The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year. 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.
CANCER GENETICS: Selling 2.8MM Common Shares for $14 Apiece
-----------------------------------------------------------
Cancer Genetics, Inc., announced the pricing of its underwritten
public offering of 2,858,000 shares of its common stock at a price
to the public of $14.00 per share. The gross proceeds to Cancer
Genetics from the public offering are expected to be $40 million,
before underwriting discounts and commissions and other offering
expenses payable by Cancer Genetics.
The Company intends to use the net proceeds from the offering to
fund its Mayo Clinic joint venture, to expand sales and marketing,
to continue research and development, and for general corporate
purposes and to fund ongoing operations and expansion of the
business. The Company may also use a portion of the net proceeds
from the offering to repay certain outstanding indebtedness.
Cancer Genetics has also granted the representative of the
underwriters a 45-day option to purchase up to 428,700 additional
shares of common stock from Cancer Genetics to cover over-
allotments, if any. The offering is expected to close on Oct. 28,
2013, subject to customary closing conditions.
Aegis Capital Corp. is acting as sole book-running manager for the
offering.
Feltl and Company, Inc., Cantor Fitzgerald & Co. and Dougherty &
Company are acting as co-managers for the offering.
This offering is being made only by means of a prospectus. Copies
of the prospectus relating to this offering may be obtained by
contacting Aegis Capital Corp., Prospectus Department, 810 Seventh
Avenue, 18th Floor, New York, NY 10019, telephone: 212-813-1010,
e-mail: prospectus@aegiscap.com
About Cancer Genetics
Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.
The Company's balance sheet at June 30, 2013, showed $6.4 million
in total assets, $13.3 million in total liabilities, and a
stockholders' deficit of $6.9 million.
"The Company has suffered recurring losses from operations, has
negative working capital and a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.
CASPIAN ENERGY: Receives Default Notice on Convertible Debenture
----------------------------------------------------------------
Caspian Energy Inc. on Oct. 28 disclosed that it had received
notices of failures to make a payment from Meridian Capital
International Fund, Firebird Global Master Fund, Ltd. and Firebird
Avrora Fund, Ltd. under Caspian's Amended and Restated Convertible
Debentures dated July 8, 2011 for failure to pay the principal
amount on the maturity date of June 2, 2013. The terms of the
Convertible Debentures provide that a default occurs if there is a
failure to pay principal on maturity and such failure to pay is
not remedied within 30 days after receipt of written notice from
the holder. In the event of a default by the Company under the
Convertible Debentures, which default is not cured or waived, the
Convertible Debenture Holders may accelerate the terms of payment
and enforce the security they hold over the assets of the Company.
Caspian announces that each of the Convertible Debenture Holders
has agreed to extend the period to remedy such failure to pay
until November 26, 2013. The aggregate principal amount of the
Convertible Debentures is US$12,460,957.
About Caspian Energy Inc.
Caspian Energy Inc. is an oil and gas exploration company
operating in Kazakhstan where it has a number of targets in the
highly prospective Aktobe Oblast of Western Kazakhstan. Caspian
Energy holds these assets by virtue of its 40% equity stake in
Aral Petroleum Capital LLP (which as noted in Caspian's material
change report of June 24, 2013 will be reduced to 33.5% upon
satisfaction or waiver of all conditions precedent in a purchase
and sale agreement). Aral Petroleum Capital LLP holds an
exclusive license, which entitles it to explore and develop
certain oil and gas properties known as a "North Block", an area
of 1500 sq.km. as well as a 25-year production contract for the
East Zhagabulak field. The Company's license area lies
immediately adjacent to the various producing fields, including
the Alibekmola, Zhanazhol, and Kenkiyak fields.
CENGAGE LEARNING: Can Access Cash Collateral Until March 3
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York on
Oct. 15, 2013, entered an order amending its Final Cash Collateral
Order in Cengage Learning, Inc., et al.'s Chapter 11 cases such
that:
1. Paragraph 4 of the Final Cash Collateral Order is amended to
read as follows:
"Notwithstanding anything contained herein, the authority for use
of Cash Collateral shall terminate (the "Termination Date") upon
the earlier to occur of (i) March 3, 2014, (ii) three business
days after notice of the date upon which any Event of Default
occurs and is continuing, and (iii) the date that any Debtor shall
file a motion seeking any modification or extension of this Final
Order without the prior written consent of the Credit Agreement
Agent and the holders of sixty-six and two-thirds of the First
Lien Obligations held by the members of First Lien Group (the
"Requisite First Lien Lenders")."
2. Paragraph 6.c of the Final Cash Collateral Order is hereby
amended in its entirety to read as follows:
"c. the effective date of the Plan shall not have occurred on or
before March 3, 2014";
3. Solely with respect to the official committee of unsecured
creditors (the "Committee"), the Credit Agreement Agent, the First
Lien Notes Trustee and the Requisite First Lien Lenders agree (and
shall be deemed to have agreed) that (i) the "Oct. 15, 2013"
deadline set forth in paragraph 8 of the Final Cash Collateral
Order for the Committee to file a motion with the Court seeking
standing to assert certain challenges or claims shall be extended
to Jan. 14, 2014; provided that the Committee shall be required to
attach to any motion seeking standing a substantially final
version of each complaint that it would file if granted standing;
(ii) the "Oct. 30, 2013" deadline set forth in paragraph 8 of the
Final Cash Collateral Order, by which date the Committee must have
been granted standing to assert any such claims or challenges by
order of the Court shall be extended until Jan. 29, 2014; and
(iii) the Investigation Termination Date with respect to any such
challenge or claim to be brought by the Committee shall be
extended until two business days after entry of any order of the
Court granting or denying the Committee standing to assert any
such challenge or claim;
4. Solely with respect to the Debtors, the Credit Agreement Agent,
the First Lien Notes Trustee and the Requisite First Lien Lenders
agree (and shall be deemed to have agreed) that the Investigation
Termination Date shall be extended until Jan. 14, 2014;
5. The deadline extensions agreed to in this Amendment Order are
without prejudice to the rights of the Committee or the Debtors to
seek a further extension of such deadlines or the rights of any
party to oppose any such request, in each case in accordance with
the Final Cash Collateral Order;
6. Except as amended herein, the Final Cash Collateral Order
remains in full force and effect in accordance with its terms, and
all parties in interest reserve all rights and remedies with
respect thereto. Without limiting the generality of the
foregoing, this Amendment Order does not alter or extend any of
the deadlines set forth in the Final Cash Collateral Order for any
party other than the Committee and the Debtors;
7. This Amendment Order shall be effective and enforceable upon
entry;
8. The Court retains jurisdiction to interpret and enforce the
provisions of this Amendment Order.
As reported in the TCR on Aug. 28, 2013, the Bankruptcy Court
entered a final order authorizing the Debtors to use cash
collateral of the first lien and second lien lenders through the
earlier to occur of (i) Jan. 10, 2014, (ii) three business days
after notice of the date upon which any event of default occurs
and is continuing, and (iii) the date that any Debtor will file a
motion seeking any modification or extension of the final order
without the prior written consent of the Credit Agreement Agent
and the holders of 66.6% of the First Lien Obligations held by the
members of first lien group.
A copy of the final cash collateral order is available at:
http://bankrupt.com/misc/cengage.doc303.pdf
About Cengage Learning
Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide. Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others. Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction. The acquisition was funded in part with $5.6 billion
in new debt financing.
Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan. The plan will eliminate more than $4 billion
of $5.8 billion in debt.
First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.
The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.
The Debtors filed a Joint Plan of Reorganization and Disclosure
Statement dated Oct. 3, 2013, which provides that the Debtors took
extreme care to advance and protect the interest of unsecured
creditors -- including seeking to protect four primary sources of
potential recoveries for unsecured creditors and providing them
with appropriate time to conduct diligence, and discuss their
conclusions on, among other things, the value of those sources of
potential recoveries.
CENGAGE LEARNING: Lease Decision Period Extended Until Jan. 28
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York on
Oct. 25, 2013, entered an order extending the time period during
which Cengage Learning, Inc., et al., must assume or reject each
of the unexpired leases of nonresidential real property by 90
days, or until Jan. 28, 2014.
About Cengage Learning
Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide. Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others. Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction. The acquisition was funded in part with $5.6 billion
in new debt financing.
Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan. The plan will eliminate more than $4 billion
of $5.8 billion in debt.
First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.
The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.
The Debtors filed a Joint Plan of Reorganization and Disclosure
Statement dated Oct. 3, 2013, which provides that the Debtors took
extreme care to advance and protect the interest of unsecured
creditors -- including seeking to protect four primary sources of
potential recoveries for unsecured creditors and providing them
with appropriate time to conduct diligence, and discuss their
conclusions on, among other things, the value of those sources of
potential recoveries.
CENGAGE LEARNING: Plan Filing Period Extended Until March 15
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York on
Oct. 25, 2013, entered an order extended the exclusive periods
during which Cengage Learning, Inc., et al., may file and solicit
acceptances of a plan through and including March 15, 2013, and
May 14, 2014, respectively.
As reported in the TCR on Oct. 14, 2013, the Debtors explained
that despite significant progress in their restructuring efforts
since commencing their Chapter 11 cases on July 2, 2013, "work
remains to be done and this work -- which is being done
transparently and on a consensual basis pursuant to a Mediation
order and consistent with a case schedule agreed upon by all of
the Debtors' major stakeholders -- requires an extension of the
Debtors' exclusive periods to file and solicit votes on a
Chapter 11 plan of reorganization."
About Cengage Learning
Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide. Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others. Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction. The acquisition was funded in part with $5.6 billion
in new debt financing.
Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan. The plan will eliminate more than $4 billion
of $5.8 billion in debt.
First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.
The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.
The Debtors filed a Joint Plan of Reorganization and Disclosure
Statement dated Oct. 3, 2013, which provides that the Debtors took
extreme care to advance and protect the interest of unsecured
creditors -- including seeking to protect four primary sources of
potential recoveries for unsecured creditors and providing them
with appropriate time to conduct diligence, and discuss their
conclusions on, among other things, the value of those sources of
potential recoveries.
CHRYSLER GROUP: Debt, Spending Still High; Earnings Out Wednesday
-----------------------------------------------------------------
Christina Rogers, writing for The Wall Street Journal, reported
that when Chrysler Group LLC reports third-quarter results on Oct.
30, investors will be looking for fresh data to feed calculations
of what the auto maker could be worth if it goes ahead with an
initial public offering.
According to the report, what they are likely to discover is a
company that is still a work in progress, despite a dramatic
rebound from its federally funded trip through bankruptcy court in
2009.
Even with rising sales and a string of profitable quarters,
Chrysler lacks the global scale of its rivals, the report said.
Its balance sheets carry more debt than cash and the fuel
efficiency of its vehicles lags that of its competitors in
important segments of the U.S. market.
Chrysler, now majority owned by Italy's Fiat SpA, also is spending
heavily to update plants and develop newer, more fuel-efficient
vehicles as it works to revitalize a business for years sapped of
new investment under previous owners, the report further related.
Such capital outlays have weighed on Chrysler's operating profit
margin, which stood at 4.5% in the second-quarter, the report
said. That figure is well below the 10.4% margin Ford Motor Co.
reported for its North American operations in the same quarter and
the 8.4% margin General Motors Co. reported for its North American
auto business.
About Chrysler Group
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products. Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck. Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.
Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002). The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.
In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat. Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.
* * *
Chrysler has a 'B1' corporate family rating from Moody's. Moody's
upgraded the rating from 'B2' to 'B1' in February 2013. In May
2013, Standard & Poor's Ratings Services affirmed its ratings,
including the 'B+' corporate credit rating, on Chrysler Group. At
the same time, S&P revised its outlook to positive from stable.
CLEAR CHANNEL: Inks Second Amendment to 2005 Revolving Note
-----------------------------------------------------------
In accordance with the terms of the Stipulation of Settlement,
dated July 8, 2013, among Clear Channel Outdoor Holdings, Inc., a
special litigation committee consisting of certain independent
directors of CCOH, Clear Channel Communications, Inc., the
indirect parent company of CCOH, and the other parties, on
Oct. 23, 2013, CCOH and CCU amended the Revolving Promissory Note
dated Nov. 10, 2005, between CCU, as maker, and CCOH, as payee.
The interest rate on the Note was amended such that if the
outstanding balance due under the Note exceeds $1.0 billion and
under certain other circumstances tied to CCU's liquidity, the
rate will be variable but will in no event be less than 6.5
percent nor greater than 20 percent. A copy of the Second
Amendment is available for free at:
http://is.gd/k94Ou5
About Clear Channel Communications
San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.
CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company. Its businesses include
radio and outdoor displays.
As of June 30, 2013, the Company had $15.29 billion in total
assets, $23.58 billion in total liabilities and a $8.28 billion
total shareholders' deficit.
* * *
In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned. Clear Channel's
Corporate Family Rating is unchanged at Caa2. The outlook remains
stable.
In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion. The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.
COLONIAL BANK: Auditors Attempt to Trim FDIC's Lawsuit
------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
PricewaterhouseCoopers LLP is asking a federal judge to trim back
the Federal Deposit Insurance Corp.'s $1 billion lawsuit that
alleges the accounting firm failed to catch the massive fraud that
brought down Colonial Bank, in one of the largest bank collapses
in U.S. history.
According to the report, the auditor and fellow accounting firm
Crowe Horwath LLP say they're not accountable for the
multibillion-dollar mortgage finance fraud involving the multiple
sales of the same bad loans.
The FDIC has sued Colonial's auditors, seeking up to $1 billion in
damages on the grounds they should have caught the fraud that
involved the bank and its largest client, Taylor Bean & Whitaker
Mortgage Corp., the report related.
In recent court papers, the auditors say the FDIC can't link them
to the fraud, the report further related.
PricewaterhouseCoopers said it's no wonder the FDIC cannot lay the
scheme at its door, the report added. That particular fraud
didn't start until months after the auditor wrapped up work on its
2007 audit, court papers say.
The case is Federal Deposit Insurance Corporation v.
PricewaterhouseCoopers LLP et al., Case No. 2:12-cv-00957 (M.D.
Ala.) before Judge William Keith Watkins.
About The Colonial BancGroup
Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary. Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets. On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver. The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.
The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009. W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor. The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.
In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association. Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.
Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010. Susan S.
DePaola serves as Chapter 7 trustee.
COMMUNITY WEST: Reports $2.6 Million Net Income in Third Quarter
----------------------------------------------------------------
Community West Bancshares reported net income of $2.63 million on
$7.05 million of total interest income for the three months ended
Sept. 30, 2013, as compared with net income of $613,000 on $7.51
million of total interest income for the same period during the
prior year.
For the nine months ended Sept. 30, 2013, the Company reported net
income of $5.85 million on $21.04 million of total interest income
as compared with net income of $841,000 on $23.86 million of total
interest income for the same period a year ago.
The Company's balance sheet at Sept. 30, 2013, showed $535.48
million in total assets, $470.83 million in total liabilities and
$64.64 million in stockholders' equity.
"Our third quarter results marked our fifth consecutive quarter of
profitability, and showed meaningful progress with credit quality
improvements, and continued net interest margin expansion," stated
Martin E. Plourd, president and chief executive officer.
"Nonaccrual loans were down 26% compared to three months earlier,
and our capital ratios continue to strengthen. As we look
forward, we continue to focus on growing lending, strengthening
operations and increasing our marketing outreach in the
communities we serve."
A copy of the press release is available for free at:
http://is.gd/H4La6I
About Community West
Community West Bancshares is a financial services company
headquartered in Goleta, California, that provides full service
banking and lending through its wholly owned subsidiary Community
West Bank, which has five California branch banking offices in
Goleta, Santa Barbara, Santa Maria, Ventura and Westlake Village.
Regulatory Actions
On Jan. 26, 2012, the Bank, entered into a consent agreement with
the Comptroller of the Currency, the Bank's primary banking
regulator, which requires the Bank to take certain corrective
actions to address certain deficiencies in the operations of the
Bank, as identified by the OCC, including but not limited to the
Bank achieving and maintaining a Tier 1 Leverage Capital ratio of
9.00% and Total Risk-Based Capital ratio of 12.00%. In addition,
on April 23, 2012, CWBC entered into a written agreement, with the
Federal Reserve Bank of San Francisco pursuant to which CWBC has
agreed to take certain corrective actions, including but not
limited to taking appropriate steps to fully utilize CWBC's
financial and managerial resources to serve as a source of
strength to the Bank to ensure the Bank's compliance with the OCC
Agreement. Among other things, the Company closed its remaining
out-of-state (CO, OR, UT and WA) SBA lending operations in
February 2012.
The Bank's Board of Directors continues to prepare a written
evaluation of the Bank's performance against the capital plan on a
quarterly basis, including a description of actions the Bank will
take to address any shortcomings, which is documented in Board
meeting minutes. At its monthly meetings, a Compliance Committee
continues to review the Bank's processes, personnel and control
systems to ensure they are adequate in accordance with the Article
IV of the OCC Agreement.
While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank's assessment. Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties which may have a material adverse impact on
the Company's financial condition and results of operations.
CONSOLIDATED CAPITAL: Closing of Sale Agreement Set for Oct. 30
---------------------------------------------------------------
Consolidated Capital Institutional Properties/2, LP, owns a 100
percent interest in CCIP/2 Highcrest, L.L.C. The Company owns
Highcrest Townhomes, a 176-unit apartment complex located in
Woodridge, Illinois.
On Aug. 15, 2013, the Company entered into a Purchase and Sale
Contract with a third party, Laramar Kona Real Estate Associates,
LLC, to sell Highcrest for a total sales price of $20,175,000.
On Sept. 16, 2013, the Company and the Purchaser entered into a
First Amendment to Purchase and Sale Contract, pursuant to which
(i) the Purchaser had the option to extend the closing date from
Oct. 14, 2013, to Nov. 14, 2013, by providing written notice to
the Company by Oct. 7, 2013, and (ii) deliver an additional
deposit of $250,000 to the escrow agent, which will be treated as
a part of the deposit under the Purchase Agreement.
On Oct. 18, 2013, the Company and Purchaser's assignee, Highcrest
Apartments, LLC, entered into a Second Amendment to Purchase and
Sale Contract, pursuant to which (i) the closing date was set for
Oct. 30, 2013, and (ii) a purchase price credit of $15,000 related
to inspection issues will be paid by the Company at closing.
A copy of the Second Amendment is available for free at:
http://is.gd/qMyvmu
About Consolidated Capital
Greenville, South Carolina-based Consolidated Capital
Institutional Properties/2, LP's investment property consists of
one apartment complex in Wood Ridge, Illinois. The general
partner of the Partnership is ConCap Equities, Inc.
The Partnership's balance sheet at June 30, 2013, showed
$8.75 million in total assets, $11.59 million in total
liabilities, and a partners' deficit of $2.84 million.
CUBIC ENERGY: Files Copy of Investor Presentation With SEC
----------------------------------------------------------
Cubic Energy, Inc., filed with the U.S. Securities and Exchange
Commission a copy of material that was used in an investor
presentation delivered by the Company initially during a
shareholder conference call on Oct. 23, 2013. The investor
presentation is available for free at http://is.gd/yuH84L
About Cubic Energy
Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.
Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, as compared with a net loss of $12.49 million
during the prior fiscal year. The Company's balance sheet at
June 30, 2013, showed $18.02 million in total assets, $31.19
million in total liabilities, all current, and a $13.16 million
total stockholders' deficit.
CUI GLOBAL: Files Addendum to Distributorship Pact With Digi-Key
----------------------------------------------------------------
CUI Global, Inc.'s wholly owned subsidiary, CUI, Inc., entered
into an addendum to the Distributorship Agreement with Digi-Key
Corporation dated May 15, 2013. A copy of the Addendum is
available for free at http://is.gd/cq2MX5
About CUI Global
Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.
CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010. The Company's balance
sheet at June 30, 2013, showed $89.90 million in total assets,
$19.95 million in total liabilities and $69.95 million in total
stockholders' equity.
As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern. The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010. Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.
DAMON'S INTERNATIONAL: Court Trims Avoidance Suit v. US Foods
-------------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller kept most of the claims lodged
by the Chapter 11 trustee for Damon's International, Inc., and its
affiliated debtors, in the trustee's avoidance suit against US
Foods, Inc. The Court denied US Foods' Motion to Dismiss, with
the exception of the defendant's request to dismiss the trustee's
claim pursuant to 11 U.S.C. Sec. 502, which is granted. The
trustee's claim under section 502(d) is dismissed without
prejudice.
Jeffrey J. Sikirika, the chapter 11 trustee, on Sept. 13, 2012,
initiated an adversary proceeding by filing a complaint against US
Foods, alleging that the Debtor transferred property interests to
the Defendant on or within 90 days before the Petition Date. The
Original Complaint asserts causes of action for avoidance of
transfers as preferences under section 547, avoidance of
intentionally fraudulent transfers under section 548(a), avoidance
of constructively fraudulent transfers under section 548(b),
avoidance of post-petition transfers under section 549, recovery
of avoided transfers under section 550, and disallowance of claims
under section 502(d).
The chapter 11 trustee filed an amended complaint on April 29,
2013, alleging additional facts to support the preferential and
fraudulent transfer claims, including the payee name for the
Transfers and the method of transfer by ACH debit and the names of
restaurants owned by the Debtor which allegedly received food
shipments that were invoiced after shipment. The Amended
Complaint also specifies that the Transfers were made "on account
of an antecedent debt billed under the name of [the Debtor] after
receipt of the food shipment invoices from the Defendant for the
restaurants", and asserts that the insolvency allegation is "based
on the amount of pre-petition claims filed and owing". The
Amended Complaint does not include a claim for intentional
fraudulent transfer.
On May 13, 2013, the Defendant filed a motion to dismiss the
Amended Complaint, arguing that the fraudulent transfer claims in
the Amended Complaint should be dismissed as time-barred or, in
the alternative, for failure to state a claim pursuant to Fed. R.
Civ, P. 12(b)(6). The Defendant argues that the Amended Complaint
should be dismissed for the following reasons: (a) the Original
Complaint did not put the Defendant on notice of any "wrong payer'
fraudulent transfer theory, so any claim under such a theory is
time-barred; (b) the Trustee is also time-barred from alleging the
"new transfers" included in the Amended Complaint; (c) to the
extent that the Trustee's constructive fraudulent transfer claim
is not time-barred, the Amended Complaint fails to state a claim
for constructive fraudulent transfer; and (d) the Trustee's
abjection under section 502(d) is premature.
Judge Deller said the Amended Complaint sufficiently relates back
to the Original Complaint, and denied the Defendant's argument
that the Trustee is time-barred from asserting the "wrong payoff"
legal theory or alleging new Transfers made within the Preference
Period. Further, the Court denied the Defendant's claim that the
Amended Complaint fails to state a sufficient constructive
fraudulent transfer claim, finding that the Trustee sufficiently
alleged the elements of constructive fraudulent transfer,
including the Debtor's insolvency and reasonably equivalent value.
Lastly, the Court granted that portion of the Motion to Dismiss
relating to the Trustee's Sec. 502(d) claim, and such claim is
dismissed without prejudice.
The case is, JEFFREY J. SIKIRICA, CHAPTER 11, TRUSTEE FOR DAMON'S
INTERNATIONAL, INC., et al., Plaintiff, v. US FOODS, INC.,
Defendant, Adv. Proc. No. 12-02392 (Bankr. W.D. Pa.). A copy of
the Court's Oct. 22, 2013 Memorandum Opinion is available at
http://is.gd/3y4d3ffrom Leagle.com.
About Damon's Grill and Max & Erma's
Before filing for bankruptcy, Max & Erma's owned a chain of 106
restaurants located in Pennsylvania, Ohio, and Michigan, with a
few in Chicago, Washington, Atlanta, and Kentucky. Max & Erma's
Restaurant, Inc., filed a Chapter 11 petition (Bankr. W.D. Pa.
Case No. 09-27807) in October 2009. At the time of the filing,
the Debtor estimated its assets and debts at less than $10
million.
Damon's International Inc., had Damon's Grill restaurants in 50
locations in 15 states in the U.S. and the United Kingdom before
it sought bankruptcy protection. Damon's sought Chapter 11
protection in October 2009, estimating $1 million to $10 million
in assets and debts.
Both Damon's Grill and Max & Erma's are owned by G&R Acquisitions,
Inc. G&R sent Damon's and Max & Erma's to Chapter 11 to protect
its stock from being taken over by creditor National City, a unit
of PNC Financial Services Group Inc.
Debtor entities that sought Chapter 11 are Damon's International,
Inc., Damon's Restaurants, Inc., Damon's Restaurants of America,
Inc., Damon's of New Philadelphia, Inc., Damon's of Lexington
Park, Inc., and Damon's Management, Inc. (Bankr. W.D. Pa. Case
Nos. 09-27920-JAD, 10-20565-JAD, 10-20567-JAD, 10-20568-JAD, 10-
20569-4AD, and 10-20570-JAD). Bankruptcy Judge Jeffery A. Deller
oversees the cases. Jeffrey J. Sikirika was appointed as the
Debtors' Chapter 11 trustee on Sept. 15, 2011.
DBSI INC: Court Sets Aside Default Judgment Against Walker
----------------------------------------------------------
Bankruptcy Judge Peter J. Walsh granted the motion filed by Martha
Walker to set aside an order of default and vacate a subsequent
default judgment in the cases, JAMES R. ZAZZALI, as Trustee for
the Debtors' Jointly-Administered Chapter 11 Estates and/or as
Litigation Trustee for the DBSI Estate Litigation Trust,
Plaintiff, v. 1031 EXCHANGE GROUP LLC, et al., Defendants; and
ALLAN J. CUTLER, Defendant/Third Party Plaintiff, v. MARTHA
WALKER, Third Party Defendant, Adv. Proc. No. 10-54648 (Bankr. D.
Del.). An amount of $75,629.39 entered against Ms. Walker is the
actual and certain amount the DBSI Trustee seeks from Mr. Cutler.
A copy of Judge Walsh's Oct. 24 Memorandum Opinion is available at
http://is.gd/BF87ZWfrom Leagle.com.
Joanne P. Pinckney, Esq., and Kevin M. Capuzzi, Esq. --
jpinckney@phw-law.com and kcapuzzi@phw-law.com -- at Pinckney,
Harris & Weidinger, LLC, in Wilmington, represent Martha Walker.
Michael J. Joyce, Esq., and Kevin S. Mann, Esq. --
mjoyce@crosslaw.com and kmann@crosslaw.com -- at Cross & Simon,
LLC, represent Allan J. Cutler.
DETROIT, MI: Council Objects to Postpetition Financing Proposal
---------------------------------------------------------------
BankruptcyData reported that the City of Detroit's City Council
filed with the U.S. Bankruptcy Court an objection regarding the
emergency manager's post-petition financing proposal.
The City of Detroit Emergency Manager Kevyn Orr announced that the
City has received a commitment for senior secured post-petition
financing of up to $350 million from Barclays that will be used to
pay off a pension related-debt and finance improvement for
government services during the Chapter 9 proceedings.
The City Council asserts, "The proposed Debtor-in-Possession
Financing transaction is an extremely complex deal on a number of
fronts that does not seem to be in the best interest of the City.
. . . There is no guarantee that replacement funding will be
available by this lender or any other lender when these loans
mature in as little as one year placing the City into a very
foreseeable default position triggering onerous default penalty
provisions. . . . This Post-Petition financing appears to be an
attempt to keep the Swaps out of the bankruptcy proceeding instead
of challenging the Swaps counterparties' tenuous status as secured
creditors. The counterparties' senior creditor status was achieved
by pledging the casino wagering taxes to collateralize the
underlying Swap agreements. . . . Not unlike the Swap Agreements
that have been universally recognized as a bad deal for the City,
Barclays is requiring the City to pledge its major revenue in
order to secure this transaction."
The City Council continues, "It appears that the deal being
brokered is being done in order to set a precedent for how
municipal bankruptcies work to facilitate future bankruptcies in
other cities rather than to broker the best deal for the City of
Detroit thus putting the interests of lenders before the interests
of the City and its residents. . . . The City Council has
received an alternative to the proposed Post-Petition Financing.
The proposal attempted to improve upon some of the terms of the
proposal proffered by the Emergency Manager. The untimely receipt
of the proposal, however does not allow City Council to obtain the
expertise necessary to properly vet the alternative proposal."
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: Bankruptcy Not Discussed in Early Talks With State
---------------------------------------------------------------
Joseph Lichterman and Bernie Woodall, writing for Reuters,
reported that Detroit Emergency Manager Kevyn Orr did not speak
about filing for Chapter 9 municipal bankruptcy in his first
meetings with Michigan state officials before he was named to his
post, according to testimony he delivered on the third day of the
city's bankruptcy eligibility trial.
According to the report, Orr's testimony came in the last 50
minutes of the Oct. 25 session, which offered only a brief glimpse
of what may be the most critical testimony as Detroit seeks to
establish a case that it is bankrupt and has a right to work out
its stark financial problems under protection of a bankruptcy
court.
Orr said he first met with Gov. Rick Snyder's staff on January 29
when representing his former law firm, Jones Day, as part of a
team pitching to advise the state on how to restructure Detroit,
the report related. Orr subsequently met several times with
Michigan officials in February, and a Chapter 9 filing was not
discussed in those meetings, Orr said in response to questions.
Gov. Snyder named Orr to the emergency manager job on March 25,
the report noted. Orr said he at first resisted the appointment
because he anticipated the strain on his family, including two
young children.
In a lighter moment under questioning from Gregory Shumaker, a
former Jones Day colleague, Orr said he was surprised his wife
allowed him to take the demanding emergency manager job and move
from the Washington, D.C., area to his post in Detroit, the report
further related. "I thought she would shut it down fairly
quickly," Orr said.
About Detroit, Michigan
The city of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed
more than $1 billion in both assets and debts.
Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.
Michigan Governor Rick Snyder authorized the bankruptcy filing.
The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.
The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing. Debt service consumes
42.5 percent of revenue. The city has 100,000 creditors and
20,000 retirees.
Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.
Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.
Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.
A nine-member official committee of retired workers was appointed
in the case. The Retirees' Committee is represented by Dentons US
LLP.
DIGITAL ANGEL: Changes Name to VeriTeQ; Has Reverse Stock Split
---------------------------------------------------------------
Digital Angel Corporation filed a Certificate of Amendment to its
Certificate of Incorporation with the Secretary of State of the
State of Delaware effecting a one-for-thirty reverse stock split
of the Company's common stock and a name change of the Company to
VeriTeQ Corporation.
The reverse stock split became effective in the marketplace on
Oct. 22, 2013, at which time every 30 shares of the Company's
issued and outstanding common stock were automatically converted
into one issued and outstanding share of the Company's common
stock, without any change in the par value per share. The
Certificate of Amendment provides that no fractional shares will
be issued. Stockholders of record who otherwise would be entitled
to receive fractional shares will receive, in lieu thereof, a cash
payment based on the volume weighted average price of the
Company's common stock as reported on Oct. 21, 2013, on the OTC
Markets. A copy of the Amended and Restated Certificate of
Incorporation is available for free at http://is.gd/sMg1Mq
Trading of the Company's common stock will continue on the OTC
Markets on a Reverse Stock Split-adjusted basis. The new CUSIP
number for the Company's common stock following the Reverse Stock
Split is 923449 102.
About Digital Angel
Delray Beach, Florida-based Digital Angel Corporation's operations
now consist primarily of the VeriTeQ Acquisition Corporation.
VeriTeQ is engaged in the business of radio frequency
identification, technologies for implantable medical device
identification and dosimeter technologies for use in radiation
therapy treatment. On May 3, 2013, the Company sold its mobile
game business to MGT Capital Investments, Inc., and has accounted
for its mobile games division as discontinued operations.
The Company's balance sheet at June 30, 2013, showed $1.52 million
in total assets, $3.51 million in total liabilities, and a
stockholders' deficit of $1.99 million.
DOLPHIN DIGITAL: Appoints Mirta Negrini as CFO and COO
------------------------------------------------------
Dolphin Digital Media, Inc., appointed Mirta Negrini as chief
financial officer and chief operating officer. Ms. Negrini, 49,
holds a masters degree in Professional Accounting from the
University of Miami and is a Certified Public Accountant licensed
in the State of Florida. She has been a partner at Gilman &
Negrini, P.A., since August of 1996 and has concentrated her
practice in outsourcing of the CFO position for companies in
various industries. The firm has provided financial services to
the Company since August of 2009. Ms. Negrini will receive an
annual salary of $150,000.
About Dolphin Digital
Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment. By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.
The Company reported a net loss of $1.23 million in 2011, compared
with a net loss of $5.63 million in 2010. The Company's balance
sheet at June 30, 2012, showed $2.55 million in total assets,
$5.92 million in total liabilities, all current, and a $3.37
million total stockholders' deficit.
EAST COAST BROKERS: Sale of Cold Storage Facilities Totals $75.8MM
------------------------------------------------------------------
Murray Wise Associates on Oct. 28 disclosed that the last sale in
the series of live and online auctions was one of the smallest, at
$800,000, but in a way it was the most satisfying to the auction
team, the creditors, the receiver and others who have spent the
past five months marketing the assets of East Coast Brokers &
Packers.
The sale of cold storage and packing facilities in West Virginia
and Virginia brought the total to $75.8 million recovered from the
sale of the assets.
"We've sold everything except the Red Rose Inn & Suites in Plant
City, and we're still negotiating with some prospective buyers for
that. But we're pretty much done," said Ken Nofziger, president
of Murray Wise Associates, which spearheaded the auctions. The
assets included more than 13,000 acres of farmland, packing
facilities, labor camps and equipment, primarily located in
Florida and Virginia.
The company partnered with Crosby and Associates, Inc., and Woltz
& Associates on the real estate auctions and with Weeks Auction
Co., Inc., for the sales of the equipment.
"I just can't imagine that anybody could have done a better job
than Murray Wise Associates did," Chapter 11 Trustee Jerry McHale
recently told the U.S. Bankruptcy Court, Tampa Division. "I am
absolutely amazed at the total proceeds that were received in each
and every auction. I will say that every auction exceeded my
expectations."
Individuals interested in additional information may visit
http://www.murraywiseassociates.comor call 217-398-6400.
The auctions were authorized by the United States Bankruptcy Court
of Florida, Tampa Division, with Gerard A. McHale, Jr., as trustee
administering the sales.
Murray Wise Associates LLC, headquartered in Champaign, Ill., with
additional offices in Florida and Iowa, is a national agricultural
real estate marketing and financial advisory firm.
Crosby and Associates, Inc., based in Winter Haven, Fla., with
offices in Tavares, Fla., and Hawkinsville, Ga., is a provider of
agriculture real estate brokerage and management services.
Woltz & Associates, based in Roanoke, Va., is an auctioneer of
commercial and residential properties and land throughout the
United States, with an emphasis on the Mid-Atlantic region.
About East Coast Brokers
East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013. East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing. Scott A. Stichter, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, serve as counsel to the Debtors. Steven M.
Berman, Esq., and Hugo S. deBeaubien, Esq., at Shumaker, Loop, &
Kendrick, LLP, in Tampa, are the Debtors' special counsel.
In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee. MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases. According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.
Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.
EDENOR SA: Pampa Holds 6.3% of American Depositary Shares
---------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission on Oct. 23, 2013, Pampa Inversiones S.A. and
Pampa Energia S.A. (Pampa Energy Inc.) disclosed that they
beneficially owned 27,913,674 American Depositary Shares, each
representing 20 Class B Shares, of Empresa Distribuidora y
Comercializadora Norte S.A. (EDENOR) representing 6.3 percent of
the shares outstanding. A copy of the regulatory filing is
available for free at http://is.gd/egpR3P
About Edenor SA
Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos). Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.
Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.
The Company's balance sheet at June 30, 2013, showed Ps.7.21
billion in total assets, Ps.5.47 billion in total liabilities and
Ps.1.74 billion in total equity.
ELBIT VISION: Extraordinary Meeting Set on December 2
-----------------------------------------------------
Elbit Vision Systems Ltd. will hold an Extraordinary General
Meeting of Shareholders on Dec. 2, 2013, at 11:00 a.m. (Israel
time) at the offices of Yigal Arnon & Co., 1 Azrieli Center,
Tel-Aviv, Israel. In connection with this meeting, on or about
Oct. 25, 2013, the Company mailed to shareholders a Notice of the
Extraordinary General Meeting of Shareholders and Proxy Statement
and Proxy Card.
About Elbit Vision
Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.
The Company reported income of US$824,000 in 2012, as compared
with income of US$1.08 million in 2011.
The Company's balance sheet at June 30, 2013, showed $3.49 million
in total assets, $3.47 million in total liabilities and $19,000
shareholders' equity.
ELCOM HOTEL: Hearing to Approve Plan Outline on Nov. 4
------------------------------------------------------
The hearing to consider the approval of the disclosure statement
filed by Elcom Hotel & Spa, LLC, and Elcom Condominium, LLC, in
support of the Debtors' Joint Plan of Liquidation will be held on
Nov. 4, 2013, at 9:30 a.m. Objections to the approval of the
disclosure statement must be filed on or before Oct. 31, 2013.
As reported in the TCR, Elcom Hotel & Spa and Elcom Condominium
filed with the U.S. Bankruptcy Court for the Southern District of
Florida on Oct. 17, 2013, a disclosure statement in connection
with their Joint Plan of Liquidation. The Plan provides for the
monetization and distribution of the assets of the Debtors for the
benefit of holders of Allowed Claims. The assets will be
distributed to holders of Allowed Claims on or after the Effective
Date of the Plan. In order to effectuate the Distributions, the
Plan provides that all of the assets of the Debtors' Estates
(including Causes of Action not expressly released under the Plan)
will vest in the Trust established pursuant to the Trust
Agreement. The Trust will continue in operation to monetize the
remaining assets, continue litigation, and potentially pursue
litigation against other parties, and make Distributions under the
Plan. The Plan Administrator will be appointed on the Effective
Date of the Plan and will be responsible for implementing the
Plan.
The Debtors believe the Plan maximizes recoveries for holders of
Allowed Claims. The Debtors anticipate funding the Plan with the
proceeds from the sale of substantially of the Debtors' assets,
which the Debtors anticipate closing on or before Dec. 31, 2013.
Elcom Hotel & Spa
Pursuant to the Plan terms, each holder of a Class 3 Allowed Elcom
Hotel General Unsecured Vendor Claim will receive, on or as soon
as practicable after the latest of: (i) the Effective Date and
(ii) the date such Elcom Hotel General Unsecured Vendor Claim
becomes Allowed, a Distribution equal to 50% of the Allowed Elcom
Hotel General Unsecured Vendor Claim. The Distribution available
to holders of Allowed Elcom Hotel General Unsecured Vendor Claims
will be limited by the Net Free Cash and proceeds from the Causes
of Action attributable to Elcom Hotel.
Each holder of a Class 4 Allowed Elcom Hotel General Unsecured
Claim will receive, on or as soon as practicable after the latest
of: (i) the Effective Date and (ii) the date such Elcom Hotel
General Unsecured Claim becomes Allowed, a pro rata Distribution
of Net Free Cash (after payment of Class 3 Claims) and proceeds
from the Causes of Action and remaining Assets attributable to
Elcom Hotel.
Holders of Class 5 Interests in Elcom Hotel are presumed to reject
and therefore are not entitled to vote to accept or reject the
Plan. If, and only if, Net Free Cash or any other Assets remain
in Elcom Hotel after satisfaction of all Allowed Claims against
Elcom Hotel, then holders of Interests in Elcom Hotel will receive
a Distribution of all remaining Net Free Cash of Elcom Hotel and
any other Assets comprising the Elcom Hotel Estate. If no Net
Free Cash or other Assets remain after satisfaction of all Allowed
Claims against Elcom Hotel, then, on the earliest date following
the Effective Date upon which a determination can be made that no
Net Free Cash or other Assets remain in Elcom Hotel, all Interests
will be deemed canceled.
Elcom Condominium
Each holder of a Class 3 Allowed Elcom Condo General Unsecured
Claim will receive, on or as soon as practicable after the latest
of: (i) the Effective Date and (ii) the date such Elcom Condo
General Unsecured Claim becomes Allowed, a pro rata Distribution
of Net Free Cash and proceeds from the Causes of Action and
remaining Assets attributable to Elcom Condo.
Holders of Class 4 Interests in Elcom Condo are entitled to vote
to accept or reject the Plan. If, and only if, Net Free Cash
remains in Elcom Condo after satisfaction of all Allowed Claims
against Elcom Condo, holders of Interests in Elcom Condo will
receive a Distribution of all remaining Net Free Cash of Elcom
Condo and any other Assets comprising the Elcom Condo Estate. If
no Net Free Cash remains after satisfaction of all Allowed Claims
against Elcom Condo then, on the earliest date following the
Effective Date upon which a determination can be made that no Net
Free Cash or other Assets remain in Elcom Condo, all Interests
will be deemed canceled.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ELCOM_HOTEL_ds.pdf
About Elcom Hotel
Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.
Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa. The resort is located on five acres
of land in Bal Harbor, Florida. The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units. Elcom Hotel owns the hotel lot.
Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing. The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner. OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.
Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor. Duane Morris LLP is the special
litigation, real estate, and hospitality counsel. Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.
The United States Trustee has said it will not appoint an official
committee of unsecured creditors for Elcom Hotel pursuant to
11 U.S.C. Section 1102 until further notice.
ELCOM HOTEL: Proposes December 5 Auction of Assets
--------------------------------------------------
Elcom Hotel & Spa, LLC, and Elcom Condominium, LLC, ask the U.S.
Bankruptcy Court for the Southern District of Florida to approve
competitive bidding and sale procedures for the sale of
substantially all of the Debtors' assets subject to higher and
better offers at an auction. The Debtors further request that the
Auction occur on or before Dec. 5, 2013, so that a closing can
occur on or before Dec. 31, 2013.
The hearing to consider approval of the proposed Auction
Procedures will be held Nov. 4, 2013, 9:30 a.m.
Pursuant to the Auction Procedures Motion, the Debtors request
that the hearing to approve the sale to the winning bidder take
place on Dec. 9, 2013. Objections to the approval of the proposed
auction procedures must be in writing and filed no later than 4:00
p.m. on the third business day before the Auction Procedures
Hearing. Objections, if any, to the sale contemplated by the
Purchase Agreement must be filed on or before 4:00 p.m. on the
earlier of (i) seven days prior to the date of the Auction or (ii)
Dec. 2, 2013.
Summary of Auction Procedures
A) Identity of the Purchaser
The proposed purchaser is Stoneleigh Capital LLC. The Proposed
Purchaser is not an insider of the Debtors, as that term is
defined in section 101(31) of the Bankruptcy Code.
B) The Sale Terms:
The Sale Price: $13,000,000.
Warranties: The sale is "WHERE IS, AS IS" physical condition. All
existing warranties, to the extent any exist, related to the
personal property being purchased are being acquired and assumed
by the Proposed Purchaser.
Closing Date: On or before Dec. 31, 2013.
Closing Conditions: Entry of the Sale Order in form and substance
acceptable to the Proposed Purchaser, delivery of at least 95
rental management agreements by hotel unit owners, and
representations and warranties made by Sellers under the
Purchase Agreement shall be true as of the Closing Date, subject
to Sellers' right to update such representations and warranties.
C) The Auction Terms:
Higher and Better Offers: The sale is subject to higher and better
offers.
Proposed Auction Date: Dec. 5, 2013
Initial Overbid Amount: The Purchase Price, plus the Break Fee,
plus $200,000, or an alternative structure that is determined to
be not less favorable than the terms and conditions of the
Purchase Agreement.
Minimum Incremental Bids: $200,000 higher than the bid at which
the Auction commences, and then continues in minimum increments of
at least $200,000 higher than the previous bid.
Proposed last date for submitting competing bids: Dec. 2, 2013.
D) Requirements of Competing Bidders:
Minimum Deposit: $500,000.
Documentation Requirements: Executed Purchase Agreement in clean
and redline, reflecting the variations from the Purchase
Agreement, or an alternative purchase agreement that the Debtors
determine is not less favorable than the terms and conditions of
the Purchase Agreement.
Other Qualifying Conditions: All Qualifying Bidder's offers must
be irrevocable until the closing of the purchase of the Purchased
Assets; Evidence of financial and other information that will
allow the Debtors to make a reasonable determination as to the
Qualifying Bidder's financial and other capabilities to consummate
the transaction contemplated by the modified Purchase Agreement;
No break fee, expense reimbursement, or similar type of payment.
E) Purchaser Protections not Otherwise Described:
Proposed Break Fee: $390,000, plus the expenses, including,
without limitation, attorneys' fees and other professional fees
actually incurred by the Proposed Purchaser in connection with
pursuing the transactions contemplated by the Purchase Agreement.
Matching Rights: There are no matching rights.
F) Statement Regarding Transfer of Personally Identifiable
Information: The Debtors have internal policies related to the
prohibition of the transfer of personally identifiable
information. The Purchase Agreement does not contemplate the sale
of personally identifiable consumer information.
About Elcom Hotel
Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.
Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa. The resort is located on five acres
of land in Bal Harbor, Florida. The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units. Elcom Hotel owns the hotel lot.
Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing. The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner. OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.
Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor. Duane Morris LLP is the special
litigation, real estate, and hospitality counsel. Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.
The United States Trustee has said it will not appoint an official
committee of unsecured creditors for Elcom Hotel pursuant to
11 U.S.C. Section 1102 until further notice.
EMPIRE DIE: Seeks to Sell Assets, Proposes December Auction
-----------------------------------------------------------
Empire Die Casting Co., Inc., asks the U.S. Bankruptcy Court for
the Northern District of Ohio, Eastern Division, to approve
bidding procedures to be used in connection with the proposed sale
of substantially all of its assets to New Growth Capital Group,
LLC, which will kick off bidding with an $11.4 million offer.
To be considered as a qualifying bidder, a bidder must deliver a
qualifying bid on or before Dec. 16, 2013. The Auction will take
place on Dec. 18, at 10:00 a.m. EST. A hearing to consider
approval of the sale will be held the following day, on Dec. 19,
at 9:30 a.m. The closing of the sale of the assets will occur no
later than Dec. 31.
The Debtor proposes to provide New Growth, as stalking horse
bidder, a break-up fee in the amount of $180,000.
About Empire Die
Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 16,
2013 (Case No. 13-52996, Bankr. N.D. Ohio). The case is before
Judge Marilyn Shea-Stonum.
The Debtor is represented by Marc B. Merklin, Esq., and Kate M.
Bradley, Esq., at Brouse McDowell, LPA, in Akron, Ohio.
FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio.
The Debtor discloses estimated assets of $10 million to $50
million and estimated liabilities of $1 million to $10 million.
The petition was signed by Robert Hopkins, president.
EMPIRE DIE: Has Interim Authority to Obtain DIP Loans
-----------------------------------------------------
Judge Marilyn Shea-Stonum of the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division, gave Empire Die
Casting Co., Inc., interim authority to obtain secured
postpetition financing from FirstMerit Bank, N.A.
The DIP Loan consists of a revolving facility of up to $5.5
million prior to the final order and up to $6 million after entry
of a final order through the maturity date, which is the earliest
to occur of (a) Dec. 31, 2013, (b) the effective date of a sale or
all or substantially all of the Debtor's assets, and (c) the
termination date.
The DIP Loan Documents require the Debtor to achieve the following
milestones:
* on or before Nov. 15, 2013, the Court must have entered an
order approving its proposed bid and sale procedures, which
provides, among other things, for any competing, qualified
bid to be submitted on or before Dec. 16;
* if a Qualified Bid has been received in accordance with the
bid procedures, then on or before Dec. 19, the Debtor will
have conducted an auction;
* on or before Dec. 27, the Bankruptcy Court must have entered
an order approving the Sec. 363 sale transaction;
* on or before Dec. 31, the sale transaction must have been
substantially consummated.
The final hearing on the motion will be on Nov. 5, at 8:30 A.M.,
Eastern Time. The Interim Order will remain in effect until
Nov. 6.
A full-text copy of the Interim DIP Order with accompanying budget
is available for free at:
http://bankrupt.com/misc/EMPIREdipord1018.pdf
About Empire Die
Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 16,
2013 (Case No. 13-52996, Bankr. N.D. Ohio). The case is before
Judge Marilyn Shea-Stonum.
The Debtor is represented by Marc B. Merklin, Esq., and Kate M.
Bradley, Esq., at Brouse McDowell, LPA, in Akron, Ohio.
FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio.
The Debtor discloses estimated assets of $10 million to $50
million and estimated liabilities of $1 million to $10 million.
The petition was signed by Robert Hopkins, president.
EMPIRE DIE: Can Use Cash Collateral to Operate in Chapter 11
------------------------------------------------------------
Judge Marilyn Shea-Stonum of the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division, gave Empire Die
Casting Co., Inc., interim authority to use cash collateral
securing its prepetition indebtedness until Nov. 6, 2013.
FirstMerit Bank, N.A., as Prepetition Lender, will be granted
replacement liens and superpriority claims that will be junior to
the DIP Superpriority Claims and the Carve-Out.
The final hearing on the motion will be on Nov. 5, at 8:30 A.M.,
Eastern Time.
A full-text copy of the Interim Cash Collateral Order with
accompanying budget is available for free at:
http://bankrupt.com/misc/EMPIREdipord1018.pdf
About Empire Die
Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 16,
2013 (Case No. 13-52996, Bankr. N.D. Ohio). The case is before
Judge Marilyn Shea-Stonum.
The Debtor is represented by Marc B. Merklin, Esq., and Kate M.
Bradley, Esq., at Brouse McDowell, LPA, in Akron, Ohio.
FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio.
The Debtor discloses estimated assets of $10 million to $50
million and estimated liabilities of $1 million to $10 million.
The petition was signed by Robert Hopkins, president.
ENDEAVOUR INTERNATIONAL: Appoints Director of U.K. Operations
-------------------------------------------------------------
The board of directors of Endeavour International Corporation
appointed Derek Neilson as managing director of U.K. Operations.
Mr. Neilson, age 52, has served as the Company's chief reservoir
engineer since joining the Company in April 2008 and was promoted
to Director of Reservoir Engineering in 2009. Mr. Neilson has
over 29 years of experience in the energy industry. He has served
in various roles of increasing responsibility in petroleum and
reservoir engineering, development and management. He began his
career with Chevron U.K. Ltd before joining Total E&P UK Ltd for
various assignments in the UK and Internationally. Mr. Neilson
graduated from Strathclyde University, Scotland, in 1983 with a
Bachelor of Science Degree in Mining Engineering and from Heriot
Watt University, Scotland, in 1984 with a Masters in Petroleum
Engineering.
There are no related party transactions between the Company and
Mr. Neilson. There is no arrangement or understanding between Mr.
Neilson and any other person pursuant to which Mr. Neilson was
appointed as managing director of U.K. Operations. Mr. Neilson
does not have any family relationships with any director,
executive officer, or person nominated or chosen to become a
director or executive officer of the Company.
About Endeavour International
Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.
For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million, as compared with a net loss of $130.99 million
during the prior year. As of June 30, 2013, the Company had $1.54
billion in total assets, $1.41 billion in total liabilities,
$43.70 million in series C convertible preferred stock and $85.12
million in stockholders' equity.
* * *
As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1. Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.
In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'. The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.
ENDEAVOUR INTERNATIONAL: Steelhead Held 13.3% Stake at Oct. 18
--------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Steelhead Partners, LLC, and its affiliates disclosed
that as of Oct. 18, 2013, they beneficially owned 6,267,979 shares
of common stock of Endeavour International Corporation
representing 13.3 percent of the shares outstanding. A copy of
the regulatory filing is available for free at http://is.gd/3Qv3lT
About Endeavour International
Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.
For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million, as compared with a net loss of $130.99 million
during the prior year. As of June 30, 2013, the Company had $1.54
billion in total assets, $1.41 billion in total liabilities,
$43.70 million in series C convertible preferred stock and $85.12
million in stockholders' equity.
* * *
As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1. Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.
In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'. The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.
ENDICOTT INTERCONNECT: Can Access Cash Collateral Until Oct. 30
---------------------------------------------------------------
The Hon. Diane Davis of the U.S. Bankruptcy Court for the Northern
District of New York, in a sixth interim order, authorized
Endicott Interconnect Technologies, Inc., et al., to continue
using cash collateral in which prepetition secured lenders assert
an interest, until Oct. 30, 2013, unless earlier terminated upon
the occurrence of a Termination Event.
The Debtors will not, without the prior written consent of the
Prepetition Secured Lenders, use cash collateral in an amount that
exceeds any particular authorized line item on the budget by more
than 10%. The Debtors will provide written notice to counsel for
the creditors committee within five business days of any budget
variance of 10% or greater.
A final hearing on the motion will be held on Oct. 30, 2013.
Objections, if any, are due two days before the final hearing.
A copy of the Sixth Interim Cash Collateral Order is available at:
http://bankrupt.com/misc/endicottinterconnect.doc379.pdf
About Endicott Interconnect
Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September. David W. Van Rossum is the
Debtors' sole officer. Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.
Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp. The
products are used in aerospace, defense and medication
applications, among others.
The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million. There is another $32 million owing for loans
made by shareholders. The Company said the book value of property
is $36 million.
An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members. The committee is represented by Arent Fox
LLP.
The official creditors' committee said there could be
$20.8 million in claims to bring against insiders. In August, the
judge authorized the committee to conduct an investigation of the
insiders.
FANNIE MAE: Terminates Four Defined Benefit Pension Plans
---------------------------------------------------------
Pursuant to a directive from Federal National Mortgage
Association's conservator, the Federal Housing Finance Agency,
Fannie Mae's Board of Directors approved on Oct. 25, 2013, the
termination of the following four defined benefit pension plans,
effective as of Dec. 31, 2013: Fannnie Mae's tax-qualified Fannie
Mae Retirement Plan for Employees Not Covered Under Civil Service
Retirement Law, Fannie Mae's Executive Pension Plan, Supplemental
Pension Plan and its Supplemental Pension Plan of 2003.
These terminations follow amendments to the Retirement Plan and
the Supplemental Plans to cease benefit accruals for all employees
under those plans effective June 30, 2013, and an amendment to the
Executive Pension Plan to cease benefit accruals effective
Dec. 31, 2009.
As a result of revisions to Fannie Mae's retirement program in
2007 to limit new benefit accruals under its defined benefit
pension plans to those who satisfied a rule of 45 (that is, the
sum of their age plus years of service was 45 or greater), David
Benson, its chief financial officer, and Michael Williams, its
former chief executive officer, are its only "named executive
officers" who have participated in any of these defined benefit
pension plans. Messrs. Benson and Williams both participated in
the Retirement Plan and the Supplemental Pension Plans. Mr.
Williams is Fannie Mae's only named executive officer with a
benefit under the Executive Pension Plan.
Fannie Mae plans to distribute all benefits remaining in the
Retirement Plan following receipt of approval from the Internal
Revenue Service. Except for retirees currently receiving payments
under the Retirement Plan, participants in that plan will have the
choice of receiving either a single lump sum payment or an
annuity. For participants who elect to receive a lump sum
payment, the payment they receive will represent the actuarial
equivalent value of the participant's accrued benefit under the
plan as of the distribution date, calculated in accordance with
the amended terms of the plan using the plan's current benefit
reduction factors for early retirement applicable for annuity
payments and based on the participant's age on the distribution
date. Retirees in pay status (which includes Mr. Williams) will
continue to receive payments under their current annuity
elections.
Fannie Mae plans to distribute all benefits remaining in the
Supplemental Plans and the Executive Pension Plan between October
2014 and October 2015, in the form of a lump sum payment
representing the actuarial equivalent value of each participant's
remaining accrued benefits under the plans as of the distribution
dates, calculated in accordance with the amended terms of the
plans using the plans' current benefit reduction factors for early
retirement applicable for annuity payments and based on the
participant's age on the distribution dates.
The amount of the payments Messrs. Benson and Williams will
receive under these plans will be determined as of the applicable
distribution dates in accordance with the amended terms of the
plans and will be affected by several factors, including the
applicable interest rates used to determine the payments and their
ages on the distribution dates.
About Fannie Mae
Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.
The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.
As of June 30, 2013, Fannie Mae had $3.28 trillion in total
assets, $3.26 trillion in total liabilities and $13.24 billion in
total equity.
Conservatorship
Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008. Fannie Mae has not
received funds from Treasury since the first quarter of 2012. The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008. For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion. Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws. Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.
In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended. The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve. Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount. The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.
The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion. Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.
FINJAN HOLDINGS: Subsidiary Issued New U.S. Patent
--------------------------------------------------
Finjan Holdings, Inc.'s subsidiary Finjan, Inc., has been issued a
new U.S. patent (No. 8,566,580) expiring in 2032. The patent
relates to a proprietary system developed by the Company for
splitting an SSL connection between two security computers,
designed specifically to address network security concerns.
The techniques described in the '580 patent secure traffic in an
efficient and reliable manner requiring a minimal number of SSL
handshakes. Splitting an SSL connection or 'split tunneling'
allows a VPN user to access a public network (e.g., the Internet)
and a local network simultaneously, utilizing the same physical
network connection. However, split tunnelling can also enable
users to bypass a company's gateway level security, which
represents a significant network security risk. The technique
covered by the '580 patent is intended to address this and other
critical cybersecurity issues.
"This patent is the latest in a long line of inventions that
Finjan has contributed in the cybersecurity space as a pioneer in
developing and patenting technology that proactively detects
online threats," said Finjan's President, Phil Hartstein. "Finjan
has more than twenty issued US patents covering behavior-based
security, intrusion prevention, and access restriction
technologies. The frequency and complexity of cyber-attacks
worldwide has made our intellectual property increasingly relevant
as we expect to see additional attack vectors and new threats in
the future."
The '580 patent is the most recent addition to the Finjan patent
portfolio which now exceeds 40 issued and pending patents
worldwide. The Company expects additional patent issuances in
both the United States and abroad in the coming months.
Recognized internationally as a pioneer and leader in web and
network security, Finjan's decade-long investment in innovation is
captured in its patent portfolio, centered around software and
hardware technologies capable of proactively detecting previously
unknown and emerging threats on a real-time, behavior-based basis.
Finjan has successfully licensed its patents to five major
software and technology companies around the world.
About Finjan
Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats. Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011. The
Company's balance sheet at June 30, 2013, showed $31.84 million in
total assets, $1.16 million in total liabilities and $30.67
million total stockholders' equity.
Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.
FLORIDA GAMING: Chapter 11 Trustee Approved
-------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
the motion filed by ABC Funding -- as administrative agent for
Summit Partners Subordinated Debt Fund IV-A, Summit Partners
Subordinated Debt Fund IV-B, Morgan Securities, Locust Street
Funding, Canyon Value Realization Fund, Canyon Value Realization
Master Fund, Canyon Distressed Opportunity Master Fund and Canyon-
GRF Master Fund -- seeking the appointment of a Chapter 11 trustee
for the Florida Gaming proceeding.
ABC Funding maintains, "Immediate appointment of a chapter 11
trustee for Florida Gaming Centers, ('FGC') and authorization for
FGC's pre-petition receiver to continue operating its business are
necessary to protect the interests of FGC's stakeholders in these
bankruptcy cases. The significant nature of the relief ABC seeks
in this Motion is justified by the substantial and manifest
conflicts of interest of FGC's insiders, their history of
mismanagement and self-dealing, and their flagrant and repeated
violation of contractual obligations in order to benefit
themselves."
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.
FLUX POWER: Extends Maturity of Esanjay Notes to December 2015
--------------------------------------------------------------
In October 2011, Flux Power Holdings, Inc., entered into a
revolving promissory note agreement for $1,000,000 with Esenjay
Investments, LLC, which is one of the Company's major stockholders
who beneficially own approximately 42.6 percent of the Company's
common stock. Mr. Michael Johnson, a current member of the
Company's board of directors, is the director and sole shareholder
of Esenjay. The Revolving Note had an interest rate of 8 percent
per annum, and a maturity date of Sept. 30, 2013, as amended, and
is secured by substantially all of the assets of the Company. As
of June 30, 2013, the balance outstanding payable on the note was
$1,000,000.
On Oct. 16, 2013, the Company entered into a Second Amendment to
the Secondary Revolving Promissory Note for Operating Capital to
the Secondary Revolving Promissory Note pursuant to which the
Revolving Note was amended to (i) extend the maturity date from
Sept. 30, 2013, to Dec. 31, 2015, (ii) change the interest rate on
the outstanding principal amount as of Oct. 10, 2013, and forward
to 6 percent, and (iii) grant the Lender of the Revolving Note the
option to convert any or all of the amount outstanding under the
Revolving Note, as amended, into shares of the Company's common
stock at a conversion price of $0.30 until Dec. 31, 2015.
On March 7, 2012, the Company entered into an additional note
payable agreement with Esenjay for $250,000. The Bridge Note had
a maturity date of March 7, 2014, and an interest rate of 8
percent per annum. As of June 30, 2013, the balance outstanding
payable on the Bridge Note was $250,000 and there were no further
funds available under the Bridge Note. On Oct. 16, 2013, the
Company entered into a certain First Amendment to the Bridge Loan
Promissory Note pursuant to which the Bridge Note as amended to:
(i) extend the maturity date from March 7, 2014, to Dec. 31, 2015,
(ii) change the interest rate on the outstanding principal amount
as of Oct. 10, 2013, and forward to 6 percent, and (iii) grant the
Holder of the Bridge Note the option to convert any or all of the
amount outstanding under the Bridge Note, as amended, into shares
of the Company's common stock at a conversion price of $0.30 until
Dec. 31, 2015.
On Sept. 24, 2012, the Company entered into a Line of Credit with
Esenjay for $1,500,000. Borrowings under the Line of Credit is
secured by the Company's assets and is at an interest rate of 8
percent per annum, with all unpaid principal and accrued interest
due and payable on Sept. 24, 2014.
On Oct. 16, 2013, the Company entered into a First Amendment to
the Unrestricted and Open Line of Credit pursuant to which the
Line of Credit was amended to (i) extend the maturity date from
Sept. 24, 2014, to Dec. 31, 2015, (ii) change the interest rate on
the outstanding principal amount as of Oct. 10, 2013, and forward
to 6 percent, (iii) increase the line of credit to $2,000,000, and
(iv) grant Lender the option to convert up to $400,000 of the
outstanding amount under the Line of Credit into shares of the
Company's common stock at a conversion price of $0.06 until Dec.
31, 2013, and the option to convert any or all of the amount
outstanding under the Line of Credit into shares of common stock
at a conversion price of $0.30 until Dec. 31, 2015.
About Flux Power
Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.
Flux Power posted net income of $351,000 on $772,000 of net
revenue for the year ended June 30, 2013, as compared with a net
loss of $2.38 million on $5.93 million of net revenue during the
prior year. The Company's balance sheet at June 30, 2013, showed
$1.97 million in total assets, $3.47 million in total liabilities
and a $1.49 million total stockholders' deficit.
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
California, issued a "going concern" qualification on the
consolidated financial statements for the year ended June 30,
2013. The independent auditors noted that the Company has
incurred a significant accumulated deficit through June 30, 2013,
and requires immediate additional financing to sustain its
operations. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.
FREDERICK'S OF HOLLYWOOD: Incurs $23.4 Million Net Loss in 2013
---------------------------------------------------------------
Frederick's of Hollywood Group Inc. filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss applicable to common shareholders of $23.45 million on
$86.50 million of net sales for the year ended July 27, 2013, as
compared with a net loss applicable to common shareholders of
$6.51 million on $111.40 million of net sales during the prior
fiscal year.
The Company's balance sheet at July 27, 2013, showed $36.19
million in total assets, $53.60 million in total liabilities and a
$17.40 million total shareholders' deficiency.
Mayer Hoffman McCann CPAs, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended July 27, 2013. The independent auditors noted that
the Company has suffered recurring losses from continuing
operations, has negative cash flows from operations, has a working
capital and a shareholders' deficiency at July 27, 2013. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
A copy of the Form 10-K is available for free at:
http://is.gd/o5SROh
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.
FREESEAS INC: Issues 6.7 Million Common Shares to Crede
-------------------------------------------------------
FreeSeas Inc. issued and delivered to Crede CG III, Ltd.,
6,719,103 settlement shares pursuant to the terms of the Exchange
Agreement approved by the Supreme Court of the State of New York,
County of New York, on Oct. 9, 2013, in the matter entitled Crede
CG III, Ltd. v. FreeSeas Inc., Case No. 653328/2013.
The total number of shares of common stock to be issued to Crede
pursuant to the Exchange Agreement will equal the quotient of (i)
$11,850,000 divided by (ii) 78 percent of the volume weighted
average price of the Company's Common Stock, over the 75-
consecutive trading day period immediately following the first
trading day after the Court approved the Order, rounded up to the
nearest whole share. About 5,059,717 of the Settlement Shares
were issued and delivered to Crede on Oct. 10, 2013, and an
aggregate of 11,701,759 Settlement Shares were issued and
delivered to Crede between Oct. 11, 2013, and Oct. 17, 2013.
A copy of the Form 6-K is available for free at:
http://is.gd/tpFays
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.
FUSION TELECOMMUNICATIONS: In Talks for $30-Mil. Debt Investment
----------------------------------------------------------------
Fusion Telecommunications International, Inc., on Oct. 16, 2013,
executed a letter of intent with two private funds which outlines
the terms for a senior debt investment by the lenders of $30
million in connection with the Company's proposed acquisition of
assets constituting the business currently operated by Broadvox
Go! LLC and Cypress Communications, LLC.
Under the terms of the LOI, the senior debt investment is expected
to be comprised of five-year senior notes to be issued by a newly
formed subsidiary of Fusion and guaranteed by Fusion and other
named subsidiaries, aggregating $30 million and bearing interest
at rates ranging from 10 percent to 13 percent with a weighted
average interest rate of 11.45 percent. Annual principal payments
of $0.6 million, payable monthly, would commence one year
following the issuance of the Notes, with the remainder due at
maturity.
The Notes are expected to contain customary covenants covering,
among other things, (i) limitations on indebtedness, liens,
restricted payments and investments, capital expenditures,
mergers, acquisitions and dividends; (ii) minimum earnings before
interest, taxes, depreciation and amortization; (iii) a minimum
fixed charge coverage ratio; and (iv) a maximum leverage ratio.
It is anticipated that the Notes will be secured by senior or
junior liens on all of the assets of the Company, in parity with
the $16.5 million of senior notes issued to the Lenders on
Oct. 29, 2012.
Upon closing of the sale of the Notes, it is also anticipated that
(a) the Company will pay the Lenders a fee equal to 2 percent of
the total amount of the Notes and (b) Fusion will issue to the
Lenders warrants to purchase shares of Fusion's common stock in an
amount equal to 6.75 percent of the outstanding common stock of
Fusion at the time of issuance of the Notes, as adjusted for
common shares issuable upon the exercise of certain "in the money"
stock options and the conversion of then outstanding preferred
stock. The Company previously issued the Lenders warrants to
purchase up to 5 percent of the then outstanding common stock of
Fusion in connection with the sale of the Prior Notes.
The Lenders' obligation to consummate the debt agreement and
advance proceeds under the senior notes is subject to a number of
preconditions, including but not limited to, completion of due
diligence acceptable to the Lenders, the Company's adherence to
certain financial conditions and formulae, successful completion
of an equity raise by the Company of not less than $6.5 million,
the negotiation and execution of mutually acceptable loan
documents with the Lenders, and the Company's consummation of the
Proposed Acquisition on substantially the terms set forth in the
executed transaction documentation.
About Fusion Telecommunications
New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.
The Company reported a net loss of $5.20 million in 2012, as
compared with a net loss of $4.45 million in 2011. The Company's
balance sheet at June 30, 2013, showed $27.32 million in total
assets, $31.16 million in total liabilities and a $3.84 million
total stockholders' deficit.
Rothstein Kass, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012. The independent auditors noted that the
Company has had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.
GENERAL MOTORS: U.S. Court Okays "Nova Scotia" Settlement
---------------------------------------------------------
The Motors Liquidation Company GUC Trust previously entered into a
Settlement Agreement relating to the settlement of certain claims
filed by or on behalf of holders of notes issued in 2003 by
General Motors Nova Scotia Finance Company. Pursuant to the terms
of the Settlement Agreement, the "Effective Date" thereunder is
conditioned upon, among other things, the receipt of final, non-
appealable orders of both the Bankruptcy Court for the Southern
District of New York and the Supreme Court of Nova Scotia
approving the terms of the Settlement Agreement.
On Oct. 21, 2013, the U.S. Court entered an order approving the
terms of the Settlement Agreement, thus commencing a 14-day
appeals period in the U.S. which, absent any appeals, will expire
on Nov. 4, 2013. With respect to the Canadian Court approval, the
GUC Trust understands that the trustee in bankruptcy for General
Motors Nova Scotia Finance Company has recently sought a hearing
date with the Canadian Court, for the consideration of those
matters, of Nov. 12, 2013, which date may be revised without
further notice to the GUC Trust. The GUC Trust also understands
that, following the entry by the Canadian Court of any order
approving the terms of the Settlement Agreement, a 10-day appeals
period would commence in Canada, upon the expiration of which,
absent any appeals, any such approval order would become final and
non-appealable.
Absent any appeals within the applicable appeals periods, the
"Effective Date" under the Settlement Agreement is likely to be no
earlier than Monday, Nov. 25, 2013. Section 12 of the Settlement
Agreement requires a special, excess distribution in respect of
the units of beneficial interest in the GUC Trust to be made
within 30 days of such Effective Date.
About Motors Liquidation
General Motors Corporation 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.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
GLW EQUIPMENT: Case Will Now Be Handled by Judge Michael Ridgway
----------------------------------------------------------------
United States Bankruptcy Judge Katherine A. Constantine of the
U.S. Bankruptcy Court for the District of Minnesota entered on
Oct. 15, 2013, an order transferring the Chapter 11 case of GLW
Equipment Leasing, LLC, to the Honorable Michael E. Ridgway.
Henceforth, all motions, applications, hearing and proceedings
will be heard by Judge Ridgway.
About GLW Equipment Leasing
GLW Equipment Leasing, LLC, a Minnesota limited liability company
formed to own and manage a truck and trailer equipment lease
portfolio, filed a bare-bones Chapter 11 petition (Bankr. D. Minn.
Case No. 13-44202) in Minneapolis, Minnesota, on Aug. 27, 2013.
The Debtor was formed on the same day the bankruptcy case was
filed. Warren Cadwallader signed the petition as president. The
Debtor estimated at least $10 million in assets and liabilities.
Michael F. McGrath, Esq., at Will R. Tansey, Esq., and Michael D.
Howard, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey,
P.A., Minneapolis, MN, serves as the Debtor's counsel.
GLW EQUIPMENT: Hearing on Cash Collateral Use Continued to Nov. 6
-----------------------------------------------------------------
The hearing to consider the approval of the motion of GLW
Equipment Leasing, LLC, for continued access to cash collateral
has been rescheduled for Nov. 6, 2013, at 2:30 p.m.
Creditor Volvo Financial Services, a division of VFS US LLC,
objects to the Debtor's motion to use cash collateral filed on
Sept. 10, 2013. Volvo Financial tells the Court:
1. The Debtor was formed on Aug. 27, 2013 (the same day the
bankruptcy case was filed), ostensibly to own and manage a truck
and trailer equipment lease portfolio. The Debtor has three
owners/managers: Gale Werner, Lee Cadwallader, and Warren
Cadwallader. According to the Cadwallader Principals, they
individually contributed commercial trucking equipment titled in
their names to the Debtor and also assigned the associated debt
that came along with the equipment (in the approximate amount of
$17,000,000) to the Debtor.
2. The Debtor asserts it has leased the equipment to an entity
known as Western Refrigerated LTL Services, which licenses and
then subleases the equipment to Western Star Transportation, LLC.
The Debtor's sole source of income is payments received under the
leases with WST and/or WRS.
3. The Cadwallader Principals are obligated to Volvo Financial in
the following amounts:
Amount Owed by Gale Werner $464,842.88
Amount Owed by Lee Cadwallader $846,973.25
Amount Owed by Warren Cadwallader $281,240.96
Total $1,593,057.09
4. The combined monthly debt service payment is $49,472.30.
Volvo Financial explains: "The Cadwallader Principals' actions of
transferring the equipment titled in their name and the associated
debt to the Debtor was in direct violation of Volvo Financial's
security agreements which strictly prohibited the transfer of
Volvo Financial's collateral. On Oct. 9, 2013, Volvo Financial
filed a motion to lift the automatic stay under 11 U.S.C. Section
362(d)(1) for cause.
"Volvo Financial objects to the Debtor's motion for cash
collateral on grounds it does not provide Volvo Financial with
sufficient adequate protection of its interest in the collateral.
"Section 363(c)(2) of the Bankruptcy Code provides that a debtor
in possession may use cash collateral only with the secured
creditor's consent or, after notice and a hearing, if the court so
orders. Section 363(e) of the Bankruptcy Code also provides that
the court must provide the secured creditor with adequate
protection of its interest upon request of the creditor.
"The Debtor has proposed monthly payments (approx. $113,000 over
four months by Volvo Financial's estimate) which are substantially
less than the contract rate. The Debtor's proposed monthly
payment does not adequately protect Volvo Financial's interest in
its equipment collateral which continues to depreciate.
Counsel to Volvo Financial Services is:
Caren L. Stanley, Esq.
VOGEL LAW FIRM
218 NP Avenue
P.O. Box 1389
Fargo, ND 58107-1389
Tel: (701) 237-6983
Fax: (701) 476-7676
E-mail: cstanley@vogellaw.com
As reported in the TCR on Oct. 14, 2013, the U.S. Bankruptcy Court
for the District of Minnesota continued until Oct. 23, 2013, at
2:00 p.m., the hearing to consider GLW Equipment's continued
access to cash collateral.
The Court will also consider secured creditor General Electric
Capital Corporation's objection to the Debtors' motion for cash
use.
GECC requested that the Court deny the Debtor's motion and
proposed order on the grounds that the Debtor has failed to offer
adequate protection to GECC and the Debtor's proposed use of cash
collateral will erode and further diminish the value of GECC's
collateral including proceeds of its collateral.
As reported in the Troubled Company Reporter on Oct. 1, 2013, the
Debtor projects that it can operate in the ordinary course through
Dec. 31, 2013, with use of cash collateral and without additional
post petition financing. The Debtor said it has a need to use
cash collateral through Dec. 31, 2013, to pay operating expenses
in the amounts identified in the Budget. If the Debtor
is not permitted to use cash collateral in the amounts and for the
purposes set forth in the budget from Sept. 25, through Dec. 31,
the Debtor cannot continue to operate.
The Debtor is a Minnesota limited liability company formed to own
and manage a truck and trailer equipment lease portfolio. As of
the Petition Date, the total debt incurred, owing and secured by
the Equipment is $17,888,993. The Equipment Debt was first
incurred by the three members of the Debtor -- Warren Cadwallader,
Lee Cadwallader and Gale Werner.
The Debtor proposes, as adequate protection for the Equipment
Lenders, to grant (i) replacement liens in the Equipment Lenders
respective collateral; and to (ii) report and account for the cash
proceeds from use of the Equipment.
As additional adequate protection, the Debtor proposes, on or
before the 27th day of each calendar month commencing Sept. 27, to
make interest payments at the rate of 3-1/2% per annum and
principal reduction payments to each Equipment Lender. The
interests of the Equipment Lenders are adequately protected by the
replacement liens and monthly cash payments.
The Debtor notes that prior to the hearing on the Cash Collateral
Motion, it may enter into a stipulation with one or all of the
Equipment Lenders concerning use of cash collateral, adequate
protection and other related matters. In the event the Debtor
enters into any such stipulation, the Debtor will seek approval of
the stipulation without further notice of hearing pursuant to
Bankruptcy Rule 4001(d)(4).
About GLW Equipment Leasing
GLW Equipment Leasing, LLC, a Minnesota limited liability company
formed to own and manage a truck and trailer equipment lease
portfolio, filed a bare-bones Chapter 11 petition (Bankr. D. Minn.
Case No. 13-44202) in Minneapolis, Minnesota, on Aug. 27, 2013.
The Debtor was formed on the same day the bankruptcy case was
filed. Warren Cadwallader signed the petition as president. The
Debtor estimated at least $10 million in assets and liabilities.
Michael F. McGrath, Esq., at Will R. Tansey, Esq., and Michael D.
Howard, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey,
P.A., Minneapolis, MN, serves as the Debtor's counsel.
Judge Katherine A. Constantine oversaw the case. On Oct. 15,
2013, Judge Constantine transferred the case to Judge Michael E.
Ridgway.
GLW EQUIPMENT: Hearing on GECC's Stay Motion Continued to Nov. 6
----------------------------------------------------------------
The hearing on the motion of General Electric Capital
Corporation's motion for relief from stay has been continued to
Nov. 6, 2013, at 10:00 a.m.
As reported in the TCR on Oct. 14, 2013, as of the petition date,
the Debtor owed GECC $2,402,833 pursuant to 15 separate Loan and
security agreement which provided financing for the purchase of
the equipment. The loan agreements are in default because the
Debtor has failed to make payment when due.
GECC asserted that it lacks adequate protection of its interest in
the collateral since the Debtor has only one asset, the subleases
of the equipment.
About GLW Equipment Leasing
GLW Equipment Leasing, LLC, a Minnesota limited liability company
formed to own and manage a truck and trailer equipment lease
portfolio, filed a bare-bones Chapter 11 petition (Bankr. D. Minn.
Case No. 13-44202) in Minneapolis, Minnesota, on Aug. 27, 2013.
The Debtor was formed on the same day the bankruptcy case was
filed. Warren Cadwallader signed the petition as president. The
Debtor estimated at least $10 million in assets and liabilities.
Michael F. McGrath, Esq., at Will R. Tansey, Esq., and Michael D.
Howard, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey,
P.A., Minneapolis, MN, serves as the Debtor's counsel.
Judge Katherine A. Constantine oversaw the case. On Oct. 15,
2013, Judge Constantine transferred the case to Judge Michael E.
Ridgway.
GREEN FIELD ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition
------------------------------------------------------------------
Green Field Energy Services, Inc. and its two wholly owned
subsidiaries on Oct. 28 disclosed that it filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.
The Company filed Chapter 11 to restructure its existing debt and
pursue alternative business strategies for its turbine frac
technology. The Company has also commenced negotiations with its
existing lenders regarding a comprehensive restructuring plan.
Additionally, as part of the filing, the Company negotiated a
Debtor-In-Possession credit facility, which will allow the Company
to continue to operate its well services division and seek
strategic partners to allow the company's turbine frac technology
to continue to be deployed.
The Company intends to continue its business operations throughout
the administration of the bankruptcy case and has filed a series
of first-day motions in the bankruptcy court, seeking to ensure
that there will be no material disruption to its operations during
the bankruptcy process.
About Green Field Energy Services
Green Field is an independent oilfield services company that
provides a wide range of services to oil and natural gas drilling
and production companies to help develop and enhance the
production of hydrocarbons. The Company's services include
hydraulic fracturing, cementing, coiled tubing, pressure pumping,
acidizing and other pumping services.
In December 2010, Green Field became the first company to provide
hydraulic fracturing services utilizing turbine-powered pumping
equipment. The Company believes that its technology provides
several advantages over the diesel-powered pumping equipment
generally utilized in the industry, including significantly lower
emissions, a smaller operating footprint, lower manufacturing
costs, lower operating costs and greater fuel flexibility,
including the ability to operate on natural gas.
GREEN FIELD ENERGY: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:
Debtor Case No.
------ --------
Green Field Energy Services, Inc. 13-12783
aka Green Field Energy Services, LLC
aka Hub City Industries, LLC
4023 Ambassador Caffery Parkway, Ste. 20
Lafayette, LA 70503
Hub City Tools, Inc. 13-12784
4023 Ambassador Caffery Parkway, Ste. 20
Lafayette, LA 70503
Proppant One, Inc. 13-12785
Type of Business: Oil Field Service Provider
Chapter 11 Petition Date: October 27, 2013
Court: United State Bankruptcy Court
District of Delaware (Delaware)
Debtors' Counsel: Kara Hammond Coyle, Esq.
YOUNG CONAWAY STARGATT & TAYLOR LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: 302-571-6600
Email: bankfilings@ycst.com
- and -
Michael R. Nestor, Esq.
YOUNG CONAWAY STARGATT & TAYLOR
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: 302-571-6600
Fax: 302-571-1253
Email: bankfilings@ycst.com
Debtors'
Investment Banker: Carl Marks Advisory Group LLC
Debtors' Chief
Restructuring
Officer: Alvarez & Marsal
Debtors' Claims
and Noticing
Agent: Prime Clerk LLC
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wilmington Trust, National Bond Payable $255,948,000
Association, as Indenture
Trustee
246 Goose Lane
Guilford, CT 06437
Attn: Green Field Energy
Administration
Fax: (203) 453-1183
Phone: (203) 453-4130
SWEPI LP Shell Debt $80,000,000
150-C North Dairy Ashford
Houston, TX 77079
Attn: Christiaan Huizer
and Tracy Page
Fax: (832) 337-0061; (713) 230-3909
Phone: 713-230-3909
Chem Rock Technologies, LLC Trade Debt $6,643,650
201 Rue Iverville, Ste. 200
Lafayette, LA 70508
ATTN: Ashley Solis
Email: ASOLIS@ENERSCIENCES.COM
Fax: (337) 291-2781
Phone: (337) 291-2778
Preferred Quality Chemicals, LLC Trade Debt $4,808,122
1604 N. Market St
Shreverport, LA 71107-5208
Attn: Kyle McGovern
Email: KYLE@PERFERREDQUALITYCHEMICALS.COM
Fax: (318) 222-7772
Phone: (318) 222-7555
Jereh Trade Debt $4,638,866
NO, 9 Iereh Rd
Lais Han District, Yantai City,
Shandong Province, China
Attn: Yu Cheng Cheng
Fax: 86-535-6723171
Phone: 86-535-6728197
Talens Marine and Fuel, LLC Trade Debt $3,878,617
1707 Evangeline Road
Jennings, LA 70546
Attn: Shyla Manuel
Email: SHYLA.MANUELW MARTINMLP.COM
Fax: (903) 983-6271
Phone: (337) 788-7139
Sierra Frac Sand, LLC Trade Debt $3,814,155
1155 E Johnson ST
Tatum, TX 75691
Attn: Cody Baker
Fax: (903) 836-4643
Phone: (903) 836-4642
SPM Flow Control, Inc. Trade Debt $3,803,767
601 Wein Way
Fort Worth, TX 76108
Attn: Ken Spicer
Email: WEIRSPM@WEIRSPM.COM
Fax: (817) 246-6324
Phone: (817) 935-7794
Thomas Petroleum, LLC Trade Debt $3,321,506
9701 U.S. HWY 59 North
Victoria, TX 77905
Attn: Ronda Bassano
Email: CMGROUP@CLTHOMAS.COM
Fax: (361) 573-6803
Phone: (361) 582-5100
Flex Capital Transport, LLC Trade Debt $3,194,680
558 S. Central Expressway
Richardson, TX 75080
Attn: Randi Pennington
Fax: (972) 238-4316
Phone: (972) 792-4110
Great Northern Sand LLC Trade Debt $2,982,864
9433 E.51ST. Street Suite H
PO BOX 702067
Tulsa, OK 74170-2067
Attn: Adam Paul
Fax: (018) 628-7768
Phone: (918) 628-7769
Pel-State Bulk Plant, LLC Trade Debt $2,872,201
333 Texas St, 82121
Shreveport, LA 71101
Attn: David Macey
Fax: (318) 227-3402
Phone: (318) 553-4673
National Oilyiell Verne L.P. Trade Debt $2,314,301
dba Martin Decker Totco-Carencro
6740 HWY 30
Anderson, TX 77830
Attn: Lloyd Richter
Fax: (936) 873-9994
Phone: (936) 873-2600
Preferred Resin Holding Company, LLC Trade Debt $2,289,331
34495 State Highway 22
Genoa, NE 68640
Attn: LYDIA UNDERWOOD
Fax: (484) 684-1296
Phone: (484) 684-1299
Schneider National Bulk Carriers, Inc Trade Debt $2,197,651
3101 South Packerland Drive
Green Bay, W154306-2700
Attn: John Cook
Email: COOKJ@SCHNEIDER.COM
Fax: (020) 403-9890
Phone: (920) 592-2898
Santrol Trade Debt $2,153,780
50 Sugar Creek Center Blvd.
Sugar Land, TX 77478
Attn: Barbara Martin
Email: BARB.MARTIN@FMSAND.COM
Fax: (713) 234-5451
Phone: (713) 234-5450
Wildcat Energy Insurance, Ltd. Trade Debt $2,101,408
2nd Floor, Genesis Building
George Town, Grand Cayman KY1-1001
Cayman Islands
Fax: (345) 946-2110
Phone: (345) 945-2100
U.S. Silica Trade Debt $2,011,654
P.O. BOX 933008
Atlanta, GA 31193-3008
Attn: Cheryl Wallech
Email: WELLECH@USSIL1CA.COM
Fax: (poi) 682-0691
Phone: (800) 243-7500
William G Satterlee & Sons Inc Trade Debt $1,720,729
12475 Route 119 Highway North
Rochester Mills, PA 15771
Attn: Mike Matten
Email: MMATTEN@SATFERLEEFUELCOM
Fax: (724) 397-4943
Phone: (724) 397-2400
Weatherford US LP Trade Debt $1,665,112
3170 Old Houston Road
Huntsville, TX 77540
Attn: Kelly Ammons
Fax: (936) 730-1242
Phone: (936) 730-1229
Benchmark Energy Products, LLC Trade Debt $1,626,944
2800 Post Oak Blvd, Suite 4500
Houston, TX 77056
Fax: (713) 986-2502
Phone: (713) 986-2500
Marine Turbine Technologies, LLC. Trade Debt $1,565,755
298 Lousiana Road
Port of West St. Mary
Franklin, LA 70538
Attn: Ted/Antoinette McIntyre
Email: ACCOUNTING@MARINETURBINE,COM
Fax: (337) 924-0290
Phone: (337) 924-0298
ValTek Industries, Inc. Trade Debt $1,499,599
4001. E. 42nd Ste 300
Odessa, 7%79762
Email: CANDACE@VALTEKIND.COM
Fax: (432) 362-4338
Phone: (432) 362-3133
Torqued-Up Energy Services, Inc. Trade Debt $1,391,572
110 N. College Ave, Suite 1000
Tyler, TX 75701
Attn: Jessica Gorbett
Fax: (903) 363-0315
Phone: (903) 363-0300
Danny Jones Trade Debt $1,281,900
dba Biopetrocom LLC
18756 Stone Oak Parkway
San Antonio, TX 78258
Email: INFO@BIOPETROCOM; DANNY JONES@GMALCOM
Phone: (210) 998-8617
Preferred Sands of Minnesota, LLC Trade Debt $1,241,456
497 Settlers Ridge Parkway
Woodbury, MN 55129
Attn: Lydia Underwood
Fax: (484) 684-1296
Phone: (484) 684-1299
Iron Horse Flow Control Systems Trade Debt $1,023,538
14935 Jacinto Port Boulevard
Houston, TX 77015
Attn: James Walden
Fax: (281) 247-7887
Phone: (888) 316 -3001
Sheldon P. Turner Trade Debt $829,493
dba Turner Transport Specialties
4317 CR 204
Alvarado, TX 76009
Email: ANDI@TURNERTRANSPORT.NET
Phone: (817) 372-0111
Signor Catering & Logistics, LLC Trade Debt $811,696
5501-A Balcones DR tt303
Austin, TX 78731
Attn: Lane Wall
Fax: (866) 805-3275
Phone: (512) 608-8620
ProSource Technologies, LLC Trade Debt $807,351
7223 Empire Central Drive
Houston, TX 77040
Attn: Lindsey Colley
Fax: (281) 598-8106
Phone: (281) 598-8100
HAMPTON CAPITAL: Court Sets Nov. 14 Hearing to Confirm Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina on Oct. 9, 2013, entered an order approving the second
amended disclosure statement dated Oct. 8, 2013, explaining
Hampton Capital Partners, LLC's Chapter 11 Plan of Liquidation
dated Oct. 8, 2013.
The Court fixed Nov. 6, 2013, as the last day for filing written
acceptances or rejections of the Plan.
The Court also fixed Nov. 6, 2013, as the last day for filing
written objections to the Plan.
The hearing to confirm the Plan will be held Nov. 14, 2013, at
10:00 a.m.
At least three business days prior to the hearing on the plan
confirmation, the plan proponent will file a Summary of Voting on
the Plan of Reorganization.
As reported in the TCR on Oct. 18, 2013, the Plan reflects the
result of a negotiated agreement between (i) the Debtor; (ii) the
Official Committee of Unsecured Creditors; (iii) Ronile Inc., the
Debtor's parent entity and largest creditor; and (iv) the Ronile,
Inc. Welfare Benefit Trust, the voluntary employees' beneficiary
association in which the Debtor's employees participated.
As a result of the negotiated agreement, Ronile, Inc., and the
Ronile, Inc. Welfare Benefit Trust have agreed to subordinate the
payment of their claims until the holders of allowed unsecured
claims receive a 15% recovery on their claims, with the
possibility of a further distribution from Avoidance Action Net
Proceeds as set forth in the Plan.
The Plan proposes the appointment of a trustee to wind up the
affairs of the Debtor, complete the final administration of the
Debtor's bankruptcy estate, and consummate the Plan.
A copy of Amended Disclosure Statement is available for free at
http://bankrupt.com/misc/HAMPTON_CAPITAL_amendedds_2plan.pdf
About Hampton Capital Partners
Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-80015) on Jan. 7, 2013.
The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey. The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964. Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C. John Paul H.
Cournoyer, Esq., at Northen Blue, LLP, serves as counsel to the
Debtor. Getzler Henrich & Associates LLC is the financial
consultant.
HAMPTON CAPITAL: Can Hire Univ. Management as Collections Agent
---------------------------------------------------------------
Hampton Capital Partners, LLC sought and obtained approval from
the U.S. Bankruptcy Court to employ University Management
Associates & Consultants Corporation as its collection agency to
attempt to collect and recover certain accounts receivable.
Pursuant to the Services Agreement, the Debtor has designated a
specific pool of accounts receivable with a face value of
approximately $1 million, which the Debtor has turned over to UMAC
for collection.
The terms of UMAC's employment are more specifically described in
the parties' Services Agreement. UMAC will be entitled to a
contingency fee of 8% on the first $500,000 collective, and
12% on the balance collected thereafter.
The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
About Hampton Capital Partners
Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.
The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey. The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964. Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C. John Paul H.
Cournoyer, Esq., at Northen Blue, LLP, serves as counsel to the
Debtor. Getzler Henrich & Associates LLC is the financial
consultant.
Five creditors have been appointed to serve on the Official
Committee of Unsecured Creditors. The Committee tapped Lowenstein
Sandler LLP as its counsel and Wilson and Ratledge PLLC as North
Carolina counsel. The Committee also tapped BDO Consulting, a
division of BDO USA LLP, as its financial advisors.
HAMPTON ROADS: Appoints Director of At-Work Banking
---------------------------------------------------
Donna W. Richards, president of The Bank of Hampton Roads,
announced that Amy S. Robertson has been named Director of At-Work
Banking for the Bank. Robertson will be responsible for the
development and implementation of the Bank's At-Work Banking
program which is a suite of products and services created
exclusively for the employees of the Bank's commercial clients.
Robertson joined The Bank of Hampton Roads in 1999 and has served
in various roles including: Teller, Assistant Branch Manager,
Branch Manager, and Small Business Banker.
Donna W. Richards, said, "We are pleased to have Amy to fill this
role. She has been a dedicated employee of The Bank of Hampton
Roads for the past fourteen years and has a thorough understanding
of retail and commercial lending."
Robertson is a 2011 graduate of Old Dominion University with a
Bachelor of Science in Business Administration. She served on the
Chesapeake Jubilee Volunteer Committee from 2005-2013 and is the
President of the Kiwanis Club of Chesapeake. Robertson resides in
Chesapeake, Virginia with her husband, Jason.
About Hampton Roads Bankshares
Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia. The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961. Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co. Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.
Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission. The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.
Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.
The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010. The Company's balance
sheet at June 30, 2013, showed $2 billion in total assets, $1.82
billion in total liabilities and $179.23 million in total
shareholders' equity.
HEALTHWAREHOUSE.COM INC: Incurs $5.6 Million Loss in Q1
-------------------------------------------------------
Healthwarehouse.com, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
loss attributable to common stockholders of $5.68 million on $2.41
million of net sales for the three months ended March 31, 2013, as
compared with a loss attributable to common stockholders of $1.71
million on $3.15 million of net sales for the same period a year
ago.
The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.
The Company's balance sheet at March 31, 2013, showed $1.83
million in total assets, $5.32 million in total liabilities and a
$3.48 million total stockholders' deficiency.
Bankruptcy Warning
"The Company recognizes it will need to raise additional capital
in order to fund operations, meet its payment obligations and
execute its business plan. There is no assurance that additional
financing will be available when needed or that management will be
able to obtain financing on terms acceptable to the Company and
whether the Company will become profitable and generate positive
operating cash flow. If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations. There can be no assurance that such a plan
will be successful. If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. Bankruptcy Code," the Company said in its filing with the
SEC.
A copy of the Form 10-Q is available for free at:
http://is.gd/MrfZGs
About HealthWarehouse.com
HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.
HEALTHWAREHOUSE.COM INC: Incurs $338,800 Loss in Q2
---------------------------------------------------
HealthWarehouse.com, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a loss attributable to common stockholders of $338,827 on $2.67
million of net sales for the three months ended June 30, 2013, as
compared with a loss attributable to common stockholders of $1.76
million on $2.99 million of net sales for the same period last
year.
For the six months ended June 30, 2013, the Company reported a
loss attributable to common stockholders of $6.01 million on $5.08
million of net sales as compared with a loss attributable to
common stockholders of $3.46 million on $6.15 million of net sales
for the same period during the prior year.
The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.
The Company's balance sheet at June 30, 2013, showed $1.44 million
in total assets, $5.05 million in total liabilities and a $3.60
million total stockholders' deficiency.
Bankruptcy Warning
"The Company recognizes it will need to raise additional capital
in order to fund operations, meet its payment obligations and
execute its business plan. There is no assurance that additional
financing will be available when needed or that management will be
able to obtain financing on terms acceptable to the Company and
whether the Company will become profitable and generate positive
operating cash flow. If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations. There can be no assurance that such a plan
will be successful. If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and/or seek reorganization under the
U.S. bankruptcy code," the Company said in its filing with the
SEC.
A copy of the Form 10-Q is available for free at:
http://is.gd/2FmKkc
About HealthWarehouse.com
HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.
HERCULES OFFSHORE: Posts $25.2 Million Net Income in Q3
-------------------------------------------------------
Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $25.25 million on $225.30 million of revenue for the
three months ended Sept. 30, 2013, as compared with a net loss of
$37.85 million on $160.15 million of revenue for the same period
during the prior year.
For the nine months ended Sept. 30, 2013, the Company reported net
income of $33.03 million on $622.95 million of revenue as compared
with a net loss of $131.27 million on $443.49 million of revenue
for the same period a year ago.
Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.
The Company's balance sheet at Sept. 30, 2013, showed $2.40
billion in total assets, $1.48 billion in total liabilities and
$922.37 million in stockholders' equity.
John T. Rynd, CEO and president of Hercules Offshore, states, "The
latest quarterly results reflect the positive momentum in the U.S.
Gulf of Mexico and healthy conditions in the international
drilling and liftboat markets. We expect these trends to carry
forward through 2014. Several positive long-term developments
also occurred during the third quarter, including our
consolidation of Discovery Offshore and subsequent contracting of
the Hercules Triumph, five-year extensions on two of our rigs in
the Middle East at significantly higher pricing, and successful
refinancing of $300 million in senior notes which lowers our
borrowing cost and strengthens our liquidity. These developments
have led to a substantial growth of backlog, which currently
exceeds $1 billion, and build upon our foundation for long-term
growth and sustainability. Over the coming months, backlog is
expected to grow further, as several new contracting opportunities
exist in our domestic and international drilling operations."
A copy of the Form 10-Q is available for free at:
http://is.gd/VFjMMx
About Hercules Offshore
Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally. The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies. The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.
* * *
The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3. Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)
As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.
HOSPITALITY STAFFING: Gets Interim Nod for $7MM DIP Loan
--------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave interim
approval on Oct. 25 to Hospitality Staffing Solutions Group LLC's
$7 million debtor-in-possession loan, during a slate of first-day
motions designed to keep the company running as it pursues a sale
to private equity firm Littlejohn & Co. LLC.
According to the report, at a hearing in Wilmington, U.S.
Bankruptcy Judge Brendan L. Shannon blessed the DIP loan, which
makes $3.5 million available on an interim basis, as well as the
company's use of cash collateral.
"I'm prepared to approve the financing," Judge Shannon said, the
report related.
About Hospitality Staffing Solutions, LLC
Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.
HSS Holding LLC, and several affiliates, including Hospitality
Staffing Solutions LLC, sought Chapter 11 bankruptcy (Bankr. D.
Del. Lead Case No. 13-12740) in Wilmington. The case is assigned
to Judge Brendan Linehan Shannon.
The Debtor's counsel is Mark Minuti, Esq., at Saul Ewing LLP, in
Wilmington, Delaware. The Debtors' financial advisor is Conway
Mackenzie, Inc., and their investment banker is Duff & Phelps
Corp. Epiq Systems, Inc., is the Debtors' claims and noticing
agent.
INSPIREMD INC: Secures $10MM Financing for Product Development
--------------------------------------------------------------
InspireMD Inc. has secured $10 million in venture debt financing
to support expanding its ability to execute on emerging clinical
research and product development efforts. The Company also
adopted a stockholder rights plan effective for a one year period.
Alan Milinazzo, president and chief executive officer of
InspireMD, commented, "While we have the necessary capital to
support our existing business and clinical efforts, we intend to
strategically increase the Company's access to capital to fund the
expansion of our clinical studies and product development
strategy, while limiting shareholder dilution. Our initial action
includes securing $10 million of venture debt. With this added
capital, we can accelerate critical product development and
clinical programs to expand our MicroNet therapeutic platform as
well as facilitating ongoing discussions with potential strategic
partners."
With respect to the stockholder rights plan, Sol Barer, Chairman
of InspireMD's Board of Directors commented, "As we expand our
pipeline of exciting new stent technologies addressing significant
underserved medical conditions, we believe it is prudent to
institute the rights plan in order to protect our shareholders'
interests. This is due to the Board's concern that the current
share price for the Company's common stock doesn't take into
account the existing product portfolio as well as pending
development activities. Our goal is to ensure that if an event
were to arise it would take into account the overall value of
these efforts."
InspireMD closed the $10 million venture debt financing with
Hercules Technology Growth Capital. The funding is in the form of
secured indebtedness bearing interest at a calculated prime-based
variable rate currently set at 10.5 percent. Payments under the
loan agreement are interest only for nine months, followed by 30
monthly payments of principal and interest through the scheduled
maturity date on Feb. 1, 2017. In connection with the loan
agreement, InspireMD issued Hercules warrants, which are
exercisable for 168,351 shares of Common Stock at a per share
exercise price of $2.97.
Stockholder Rights Plan
On Oct. 22, 2013, the Company's Board adopted a stockholder rights
plan and declared a dividend of one right on each outstanding
share of InspireMD's common stock.
The Rights Plan is designed to assure that all of InspireMD's
stockholders receive fair and equal treatment in the event of any
proposed takeover of the company and to guard against tactics to
gain control of InspireMD without paying all stockholders a
premium for that control. InspireMD's Board deemed it appropriate
and prudent to adopt the Rights Plan at this time.
The Rights Plan is intended to enable all InspireMD stockholders
to realize the long-term value of their investment in the company.
It will not prevent a takeover, but should encourage anyone
seeking to acquire the company to negotiate with the Board.
Pursuant to the Rights Plan, InspireMD is issuing one preferred
share purchase right for each outstanding share of common stock at
the close of business on Nov. 15, 2013. Initially, the rights
will not be exercisable and will trade with the company's shares
of common stock.
Under the Rights Plan, the rights will generally become
exercisable only if a person or group acquires beneficial
ownership of 15 percent or more of the Company's common stock in a
transaction not approved by InspireMD's Board. In that situation,
each holder of a right (other than the acquiring person, whose
rights will become void and will not be exercisable) will be
entitled to purchase, at the then-current exercise price,
additional shares of common stock having a value of twice the
exercise price of the right. In addition, if InspireMD is
acquired in a merger or other business combination after an
unapproved party acquires more than 15 percent of InspireMD's
common stock, each holder of a right would then be entitled to
purchase at the then-current exercise price, shares of the
acquiring company's stock, having a value of twice the exercise
price of the right.
InspireMD's Board may redeem the rights for a nominal amount at
any time before an event that causes the rights to become
exercisable. Under the terms of the Rights Plan, it will expire
on Oct. 22, 2014.
Rings Opening Bell at NYSE
InspireMD rung the Opening Bell at the New York Stock Exchange on
Thursday, Oct. 24, 2013 at 9:30 a.m. ET.
Representing the Company, Alan Milinazzo, chief executive officer,
and Craig Shore, chief financial officer, were joined by members
of the InspireMD management team to ring the Opening Bell.
"We look forward to ringing the Opening Bell at the New York Stock
Exchange as we celebrate the progress made by the Company over the
past year," said Alan Milinazzo, chief executive officer of
InspireMD, prior to the event. "Over the next year, we are
looking forward to several exciting milestones within our clinical
and product development programs, as well as for our
commercialization operations. This includes the announcement next
week of 12-month follow-up data for the MASTER trial in San
Francisco at the Transcatheter Cardiovascular Therapeutics (TCT)
Conference on October 29th."
A live webcast of the NYSE Opening Bell Ceremony will be available
online at https://nyse.nyx.com/the-bell/todays-bells-live.
A replay of the NYSE Opening Bell Ceremony and photos from the
event will be available at:
www.Inspire-MD.com or https://exchanges.nyx.com/new-york-stock-
exchange-0.
At-the-Market Offering
InspireMD has filed a $75 million shelf registration statement on
Form S-3 with the Securities and Exchange Commission. Once
declared effective by the SEC, the shelf registration statement
would permit the Company to sell, from time to time over the next
three years, up to $75 million in aggregate value of its common
stock, preferred stock or warrants, either individually or in
units. The shelf registration statement is intended to provide
the Company with flexibility to access additional capital when
market conditions are appropriate.
The registration statement has been filed with the SEC, but has
not yet become effective. Any offers, solicitations of offers to
buy, or sales of the securities will only be made once the shelf
registration statement has been declared effective by the SEC,
including any prospectuses and prospectus supplements. These
securities may not be sold, nor may offers to buy be accepted
prior to the time that the registration statement becomes
effective.
In addition, the Company announced has filed a prospectus as part
of the shelf registration statement to sell, of the $75 million of
securities being registered, up to an aggregate of $40 million of
its common stock through an "at-the-market" offering. If
utilized, the Shares would be offered through MLV & Co. LLC as
sales agent. MLV, at the Company's discretion and instruction,
will use its commercially reasonable efforts to sell the Shares at
market prices from time to time, including sales made directly on
the NYSE MKT. The Company currently intends to use the proceeds
from any sales related to the ATM offering to support general
corporate purposes, including the development of new stent
technologies using its MicroNet technology for use in carotid and
peripheral artery procedures, as well as combining MicroNet with
other stent technologies, including drug-eluting coatings. The
Company's agreement with MLV automatically terminates upon the
earlier to occur of the three-year anniversary of Oct. 24, 2013,
or the issuance and sale of all of the Shares.
Sales in the ATM offering, if any, would be made pursuant to the
prospectus filed with the shelf registration statement filed
today, which has not yet become effective. The Shares may not be
sold, nor may offers to buy be accepted prior to the time that the
shelf registration statement becomes effective.
On Oct. 21, 2013, the last reported sale price of the Company's
common stock was $3.23 per share. A copy of the Form S-3 is
available for free at:
http://is.gd/oepS8F
About InspireMD
InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties. On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."
Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard. MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent. The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).
InspireMD incurred a net loss of $29.25 million for the year ended
June 30, 2013, as compared with a net loss of $17.59 million
during the prior year. The Company's balance sheet at June 30,
2013, showed $20.74 million in total assets, $4.64 million in
total liabilities and $16.10 million in total equity.
ISOFOTON SA: Judge Grants U.S. Bankruptcy Protection
----------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that a
bankruptcy judge has granted solar panel maker Isofoton S.A.
creditor protection in the U.S. while it restructures in Spain.
Isofoton filed for voluntary insolvency after failing to reach an
agreement with creditors. The decision to restructure came after
lenders declined to refinance its loans and its discovery of
additional debt from before 2010, The Troubled Company Reporter-
Europe reported in May 2013.
Isofoton is owned by the Spanish consultant Affirma and South
Korea's Toptec Co. Ltd. since 2010. Isofoton SA is Spain's
second-largest solar panel maker. It had 650 employees in Malaga,
where it is based, and about 100 abroad.
ISTAR FINANCIAL: Board Approves Amended Bylaws
----------------------------------------------
The board of directors of iStar Financial Inc. approved the
amended and restated bylaws of the company, which took effect on
Oct. 23, 2013. The amended and restated bylaws supersede the
previously existing bylaws, which were originally adopted in 1999.
As amended, the bylaws include:
* Amended Article II, Section 2.3 to: (i) add procedures for
establishing the record date and meeting date of a
stockholder-requested special meeting; (ii) add
informational requirements of the stockholder(s) requesting
the special meeting; and (iii) provide for the appointment
of inspectors of election for the special meeting.
* Amended Article II, Section 2.11 to: (i) provide that the
notice period for nominations or business at an annual
meeting is not earlier than the 150th day and not later than
the 120th day before the first anniversary of the date of
the company's preceding year's proxy statement, and, for
nominations at a special meeting called by the company to
elect directors, is not earlier than the 120th day and not
later than the 90th day before the date of the special
meeting (or, if later, the 10th day following the first
public announcement of the special meeting); and (ii)
provide informational requirements of the proposing
stockholders, including information concerning interests in
derivatives and any relationships and arrangements between
the proponent and other specified parties.
* Added new Article XIII which provides that, unless the
company consents in writing to the selection of an
alternative forum, the Circuit Court for Baltimore City,
Maryland or, if that Court does not have jurisdiction, the
United States District Court for the District of Maryland,
Baltimore Division will be the sole and exclusive forum for:
(i) any derivative action or proceeding brought on behalf of
the company; (ii) any action asserting a claim of breach of
a duty owed by any director, officer or other employee of
the company to the company or its stockholders; (iii) any
action asserting a claim arising pursuant to any provision
of the Maryland General Corporation Law or the company's
charter or bylaws; or (iv) any action asserting a claim
governed by the internal affairs doctrine.
A copy of the Amended Bylaws is available for free at:
http://is.gd/5fX5xt
About iStar Financial
New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity. The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.
iStar Financial incurred a net loss of $241.43 million in 2012,
following a net loss of $25.69 million in 2011. As of June 30,
2013, the Company had $5.94 billion in total assets, $4.51 billion
in total liabilities, $12.25 million in redeemable noncontrolling
interest, and $1.41 billion in total equity.
* * *
In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable." The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.
As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.
In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3. The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate. The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.
JACKSONVILLE BANCORP: Effects 1-for-20 Reverse Stock Split
----------------------------------------------------------
Jacksonville Bancorp, Inc., filed an amendment to its Articles
of Incorporation with the Florida Secretary of State to effect a
1-for-20 reverse stock split of its common stock and nonvoting
common stock, effective as of 12:01 a.m. Eastern time on Oct. 24,
2013. The Company's shareholders had authorized the Board of
Directors to approve a reverse stock split at the special meeting
of shareholders in February 2013, and the Board approved the
reverse split at a ratio of 1-for-20 on Oct. 8, 2013.
At the effective time of the reverse split, every 20 shares of
common stock issued and outstanding will automatically combine
into one new share of common stock, and every 20 shares of
nonvoting common stock issued and outstanding will automatically
combine into one new share of nonvoting common stock. No
fractional shares will be issued as a result of the reverse stock
split; any fractional shares that would have resulted from the
reverse split will be rounded up to the nearest whole share. The
number of authorized shares of common stock and nonvoting common
stock will be proportionately reduced as a result of the reverse
split; there will be no change in par value for those shares.
The Company's common stock will begin trading on the Nasdaq Stock
Market on a split-adjusted basis when the market opens on Oct. 24,
2013. The common stock will continue to trade under the symbol
"JAXB." The new CUSIP number for the common stock following the
reverse split is 469249 205.
Holders of certificates representing shares of the Company's
common stock or nonvoting common stock will receive instructions
from the Company's transfer agent, Registrar and Transfer Company,
regarding the process for exchanging their certificates for new
certificates representing the post-split amount of shares.
Registrar and Transfer Company can be reached at (800) 368-5948.
Holders of shares of common stock or nonvoting common stock held
in book-entry form or through a bank, broker or other nominee will
not be required to take any action in connection with the reverse
split, and will see the impact of the reverse split reflected in
their accounts. Beneficial holders may contact their bank, broker
or nominee for more information.
About Jacksonville Bancorp
Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch. The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.
Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010. The Company's balance sheet at March 31, 2013,
showed $520.89 million in total assets, $487.47 million in total
liabilities and $33.42 million in total shareholders' equity.
"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%. As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU. If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes. Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.
KENNETH STARR: Ch. 7 Trustee Sues Luxury Condo Firm
---------------------------------------------------
Law360 reported that convicted Ponzi schemer Kenneth Ira Starr's
Chapter 7 trustee slapped an Upper East Side luxury condominium
company with a $1.39 million dollar suit in a New York state
court, saying the company must return Starr's down payment because
alleged violations of New York City noise level laws stopped him
from ever moving in. Accordiing to the report, representing
Starr's bankruptcy estate, trustee Robert Geltzer argued in a
complaint filed on Oct. 24 in New York that the money should be
returned because 170 East End LLC broke the closing agreement.
About Kenneth Starr
Starr Investment Advisors LLC and Starr & Co., the former
businesses of money manager Kenneth I. Starr who pleaded guilty to
fraud in September, filed for Chapter 7 bankruptcy on Feb. 17 in
New York, Tiffany Kary at Bloomberg News reports.
Starr & Co., in its Chapter 7 petition (Bankr. S.D.N.Y. Case No.
11-10637), listed debt of $3.15 million and assets of $154,466.
Starr Investment Advisors has less than $23,000 in assets versus
$3.1 million in debts.
Mr. Starr himself -- not the prosecutor in the Whitewater
investigation -- faces an involuntary Chapter 7 bankruptcy
petition, which court papers show several creditors filed against
him in January 2011.
On May 27, 2010, the Securities and Exchange Commission commenced
an action styled SEC v. Kenneth Ira Starr, et al. (10-civ-4270-
SHS) in the United States District Court for the Southern District
of New York against defendants Kenneth Starr, Starr Investment
Advisors, LLC, and Starr & Company, LLC and relief defendants
Diane Passage and Colcave, LLC. The SEC action seeks to halt an
alleged fraudulent scheme by the Defendants and asserts claims
against the Defendants for violations of the Investment Advisers
Acts of 1940. On June 7, 2010, the court appointed Aurora
Cassirer, Esq. as the temporary receiver (the Receiver) for the
estates of Starr Investment Advisors, LLC, Starr & Company, LLC
and Colcave, LLC. On July 8, 2010, the court appointed Aurora
Cassirer, Esq. as the permanent Receiver.
The Receiver may be reached at:
Aurora Cassirer
TROUTMAN SANDERS LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
E-mail: aurora.cassirer@kennethstarrreceivership.com
Mr. Starr's celebrity clients included Sylvester Stallone and
Wesley Snipes. He was originally accused of defrauding at least
11 of them, including heiress Rachel "Bunny" Mellon, out of
$59 million.
KEYWELL LLC: Creditors' Panel Hires McDonald Hopkins as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Keywell, L.L.C.
seeks authorization from the Hon. Eugene R. Wedoff of the U.S.
Bankruptcy Court for the Northern District of Illinois to retain
McDonald Hopkins LLC as counsel, nunc pro tunc to Oct. 3, 2013.
The Committee requires McDonald Hopkins to:
(a) advise the Committee with respect to its rights, duties,
and powers in the Chapter 11 case;
(b) assist and advise the Committee in its consultations with
the Debtor relative to the administration of the Chapter 11
case;
(c) assist the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure and
in negotiating with holders of claims and equity interests;
(d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial conditions of
the Debtor and of the operation of the Debtor's business;
(e) assist the Committee in its analysis of, and negotiations
with, the Debtor or any third party concerning matters
related to, among other things, the assumption or rejection
of certain leases of non-residential real property and
executory contracts, asset dispositions, the investigation
of potential claims and causes of action, financing or
other transactions, and the terms of one or more chapter 11
plans for the Debtor and accompanying disclosure statements
and related plan documents;
(f) assist and advise the Committee as to its communications to
the general creditor body regarding significant matters in
the Chapter 11 case;
(g) represent the Committee at all hearings and other
proceedings before this Court and other courts;
(h) review and analyze motions, applications, orders,
statements, operating reports, and schedules filed with the
Court and advise the Committee as to their propriety and,
to the extent deemed appropriate by the Committee, support,
join or object thereto, as applicable;
(i) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives including, without
limitation, statements, motions, applications, memoranda,
adversary complaints, objections, or comments in connection
with any matter related to the Debtor or the Chapter 11
case;
(j) assist the Committee in its review and analysis of the
Debtor's various agreements;
(k) investigate and analyze any claims against the Debtor's
non-debtor affiliates, insiders, and other third parties;
and
(l) perform such 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, the Bankruptcy Rules or other
applicable law.
The Business Restructuring and Bankruptcy Department of McDonald
Hopkins will be paid at these hourly rates:
David A. Agay, Member $525
Sean D. Malloy, Member $525
Scott N. Opincar, Member $500
Joshua A. Gadharf, Associate $310
T. Daniel Reynolds, Associate $215
Members $330 - $690
Of Counsel $305 - $650
Associates $200 - $380
Paralegals $165 - $265
Law Clerks $40 - $150
McDonald Hopkins will also be reimbursed for reasonable out-of-
pocket expenses incurred.
David A. Agay, member of McDonald Hopkins, 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 Northern District of Illinois will hold a
hearing on the engagement on Nov. 5, 2013, at 9:30 a.m.
McDonald Hopkins can be reached at:
David A. Agay, Esq.
MCDONALD HOPKINS LLC
300 N. LaSalle Street, Suite 2100
Chicago, IL 60654
Tel: 312-642-2217
Fax: 312-280-8232
E-mail: dagay@mcdonaldhopkins.com
Keywell L.L.C. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition
as president and CEO. The Debtor estimated assets and debts of at
least $10 million. Judge Eugene R. Wedoff presides over the case.
Adelman & Gettleman Ltd. serves as the Debtor's counsel. Patzik,
Frank & Samotny Ltd. serves as the Debtor's as special counsel.
Eureka Capital Markets, LLC, serves as the Debtor's investment
banker, while Conway MacKenzie, Inc., serves as its financial
advisors.
KEYWELL LLC: Can Employ Adelman & Gettleman as Legal Counsel
------------------------------------------------------------
Keywell L.L.C. sought and obtained authority from the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to employ Adelman & Gettleman, Ltd., as its counsel.
The rates to be charged in the Chapter 11 case by A&G attorneys
and paralegals are:
Howard L. Adelman, Esq. $475
Chad H. Gettleman, Esq. $475
Henry B. Merens, Esq. $475
Brad A. Berish, Esq. $445
Mark A. Carter, Esq. $445
Adam P. Silverman, Esq. $415
Nathan Q. Rugg, Esq. $415
Erich S. Buck, Esq. $380
Steven B. Chaiken, Esq. $380
Alexander F. Brougham, Esq. $300
The firm will also be reimbursed for any necessary out-of-pocket
expenses.
Mr. Adelman, a shareholder of Adelman & Gettleman, Ltd., in
Chicago, Illinois, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates. As of the Petition Date, A&G
has an unearned advance payment retainer of approximately $35,496.
Keywell L.L.C. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition
as president and CEO. The Debtor estimated assets and debts of at
least $10 million. Adelman & Gettleman Ltd. serves as the
Debtor's counsel. Judge Eugene R. Wedoff presides over the case.
KEYWELL LLC: Court Approves Patzik Frank to Advise on Sale
----------------------------------------------------------
Keywell L.L.C. sought and obtained authority from the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to employ Patzik, Frank & Samotny Ltd., as special
counsel to, among other things, provide the Debtor legal services
with respect to the sale of a material portion of its assets and
with respect to discussions and negotiations with potential
alternative bidders.
The firm will be paid the following hourly rates:
Partners and Shareholders $330 to $560
Associates $260 to $330
Alan B. Patzik, Esq. ($560 per hour), Steven M. Prebish, Esq.
($480 per hour), and David J. Schwartz, Esq. ($385 per hour), will
be the primary professionals to render services to the Debtor.
The firm will also be reimbursed for any necessary out-of-pocket
expenses.
The firm assures the Court that it 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 firm received a prepayment from the Debtor in the
amount of $150,000 as a condition of performing services for the
Debtor.
Keywell L.L.C. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition
as president and CEO. The Debtor estimated assets and debts of at
least $10 million. Adelman & Gettleman Ltd. serves as the
Debtor's counsel. Judge Eugene R. Wedoff presides over the case.
KEYWELL LLC: Can Employ Eureka Capital as Investment Banker
-----------------------------------------------------------
Keywell L.L.C. sought and obtained authority from the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to employ Eureka Capital Markets, LLC, as its investment
banker to be paid a monthly retainer of $50,000, and an additional
success fee of $175,000 payable in cash upon consummation of a
financing or sale transaction.
Mark Hyman, the senior managing director of Eureka Capital
Markets, LLC, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates. Prior to the Petition Date, the firm
received monthly retainer fees totaling $250,000 as a condition of
performing services for the Debtor.
Keywell L.L.C. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition
as president and CEO. The Debtor estimated assets and debts of at
least $10 million. Adelman & Gettleman Ltd. serves as the
Debtor's counsel. Judge Eugene R. Wedoff presides over the case.
LYON WORKSPACE: Court Okays Hiring of Lockton Companies
-------------------------------------------------------
Lyon Workspace Products, L.L.C. and its debtor-affiliates sought
and obtained permission from the Hon. Janet S. Baer of the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Chicago Series of Lockton Companies, LLC.
The Court also approved the Debtors' application to enter into a
Collateral Reduction Services Agreement with Lockton Companies.
The Agreement contemplates that Lockton Companies will provide the
following services to the Debtors:
(a) formulate actuarial financial models to determine
appropriate collateral requirements and discuss the same
with the Debtors;
(b) perform a feasibility study and analysis to determine if a
loss portfolio transfer, in lieu of negotiating the return
of collateral, is in the best interests of the Debtors'
estates, after accounting for the corresponding fees
associated with such a transaction and discussing the
same with the Debtors; and
(c) negotiate reasonable claim outcomes with claims adjusters
for insurance companies, with the consent of the Debtors,
to provide claim mitigation through recommending settlement
and collateral reduction.
The collateral reduction Services will be performed exclusively by
Lockton Companies on behalf of the Debtors and on behalf of any
successor or assign of Lyon Workspace, including any liquidating
trustee. In consideration for such services, Lockton Companies
shall receive 10% of any Sentry Collateral returned to Lyon
Workspace ("Reduction Fee"). For purposes of example only, if
Sentry agrees to return $500,000 of the Sentry Collateral, and
Lyon Workspace receives those funds, the Reduction Fee shall equal
to $50,000.
Any and all fees and expenses incurred by Lockton Companies in
connection with the collateral reduction services shall be paid by
Lockton Companies.
The Reduction Fee shall be paid by check or wire transfer by Lyon
Workspace to Lockton Companies within 30 days of the Collateral
having been received by Lyon Workspace.
If Lyon Workspace elects, in writing, to utilize a Loss Portfolio
Transfer ("LPT") policy to close out the remaining Sentry
Collateral, in lieu of a return of the Sentry Collateral,
Lockton Companies will receive a commission or fee equivalent of
10% on the LPT.
Lockton Companies will receive the greater of the two fees, but
not both.
Lockton Companies will not be responsible for any insurance
premiums due and payable by Lyon Workspace and any applicable
surplus lines, sales, use, excise or other taxes for any insurance
coverage obtained by Lyon Workspace.
Sentry Insurance Company is holding approximately $1,600,000 of
the Lyon Workspace's cash as collateral (the "Sentry Collateral")
on account of claims which may be filed by Lyon Workspace's former
employees for worker's compensation benefits.
Lockton Companies can be reached at:
Michael D. Paulsen
LOCKTON COMPANIES, LLC
525 West Monroe, Suite 600
Chicago, IL 60661
Fax: (312) 681-6710
E-mail: Michael.Paulsen@lockton.com
About Lyon Workspace
Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.
Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products. It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O. The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.
Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.
MACATAWA BANK: Posts $2,238,000 for Quarter Ended Sept. 30
----------------------------------------------------------
Macatawa Bank Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net income of $2,238,000 on $11,919,000 of total interest income
for the three months ended Sept. 30, 2013, compared to a net
income of $6,585,000 on $16,269,000 of total interest income for
the same period last year.
The Company's balance sheet at Sept. 30, 2013, showed
$1,562,680,000 in total assets, $1,427,173,000 in total
liabilities, and stockholders' equity of $135,507,000.
In its regulatory filing, the Company disclosed that on April 12,
2013, the Federal Deposit Insurance Corporation and the Michigan
Department of Insurance and Financial Services, the primary
banking regulators of the Bank, notified the Bank that the Bank's
Memorandum of Understanding with the FDIC and DIFS had served its
purpose and was released. As a result, the Bank is no longer
subject to any regulatory order, memorandum of understanding or
other similar regulatory directive or proceeding and has returned
to a normal regulatory operating environment.
The MOU documented an understanding the Bank reached with
regulators in connection with termination of the Bank's former
Consent Order on March 2, 2012. The requirements of the MOU are
no longer applicable to the Bank. In particular, the enhanced
regulatory capital requirements of the MOU no longer apply to the
Bank and the Bank is no longer required to obtain the prior
written consent of the FDIC and DIFS before the Bank declares or
pays dividends.
"We believe the FDIC and DIFS released the MOU as a result of:
(i) the Bank's substantial compliance with the MOU, (ii) our
implementation of enhanced corporate governance practices and
disciplined business and banking principles, (iii) substantial
improvements in the Bank's asset quality, (iv) improved liquidity,
(v) continued improvement in the Bank's financial condition and
earnings performance, and (vi) Bank regulatory capital levels well
in excess of the levels required to be classified as "well
capitalized" for regulatory purposes and to comply with our MOU
due to our successful capital raise and the Bank's retained
earnings," the Company said.
In connection with the termination of the Company's Written
Agreement by the Federal Reserve Bank of Chicago on October 26,
2012, the Board of Directors of the Company adopted a resolution
requiring the Company to obtain written approval from the FRB
before declaring or paying any dividends, increasing holding
company debt, or redeeming any capital stock. By letter dated
August 1, 2013, the FRB advised the Company that, based on the
overall satisfactory condition of the organization, the FRB poses
no objection should the Board of Directors choose to rescind the
Board Resolution. Accordingly, the Company's Board of Directors
rescinded the Board Resolution as of August 1, 2013.
A copy of the Form 10-Q is available at:
http://is.gd/8R6R2M
About Macatawa Bank
Headquartered in Holland, Michigan, Macatawa Bank Corporation
(Nasdaq: MCBC) is the parent company for Macatawa Bank. Through
its banking subsidiary, the Company offers a full range of
banking, investment and trust services to individuals, businesses,
and governmental entities from a network of 26 full service
branches located in communities in Kent County, Ottawa County, and
northern Allegan County.
This concludes the Troubled Company Reporter's coverage of
Macatawa Bank until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
MCCLATCHY CO: Posts $7.3 Million Net Income in 3rd Quarter
----------------------------------------------------------
The McClatchy Company reported net income of $7.26 million on
$293.61 million of net revenues for the three months ended
Sept. 29, 2013, as compared with net income of $5.09 million on
$306.33 million of net revenues for the three months ended
Sept. 23, 2012.
For the nine months ended Sept. 29, 2013, the Company reported net
income of $6.27 million on $897.50 million of net revenues as
compared with net income of $29.87 million on $933.14 million of
net revenues for the nine months ended Sept. 23, 2012.
Commenting on McClatchy's third quarter results, Pat Talamantes,
McClatchy's president and CEO, said, "Our company-wide revenue
performance again reflected an uneven print advertising
environment. Revenue trends in the automotive and real estate
classified advertising categories improved while we had larger
declines in categories such as retail and national advertising
compared to last quarter.
"Despite the advertising performance, our revenue diversification
strategies are paying off. Growth in digital advertising,
circulation and direct marketing revenues helped mitigate the
overall decline in traditional newspaper advertising revenues in
the 2013 third quarter.
"For the quarter, total advertising revenues were down 8.1%
compared to the third quarter of 2012. This performance reflects
the difficult print ad environment generally, as well as a shift
in July 4th advertising into our second quarter of 2013 and slower
Labor Day advertising compared to last year. Digital-only
advertising revenues, however, were up 10.6% compared to the same
quarter last year driven by 18.1% growth in the automotive
category and 11.1% growth in the retail segment. Total digital
advertising revenues at $49.0 million represented 25.1% of
McClatchy's total advertising revenues in the third quarter
compared to 22.9% in the third quarter of 2012. Our digital-only
revenues, inclusive of both advertising and circulation, grew
13.1% in the third quarter compared to the third quarter of 2012."
A copy of the press release is available for free at:
http://is.gd/qimiJz
About The McClatchy Company
Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach. The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services. Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets. McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).
The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011. The Company's balance
sheet at March 31, 2013, showed $2.84 billion in total assets,
$2.81 billion in total liabilities, and $32.83 million in
stockholders' equity.
* * *
McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service. In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million. The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.
McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.
MDU COMMUNICATIONS: Stockholders OK Sale of Unit to Access Media
----------------------------------------------------------------
MDU Communications International, Inc., its wholly-owned
subsidiary, MDU Communications (USA) Inc., FCC, LLC, d/b/a First
Capital, and Full Circle Capital Corporation, and a certain group
of stockholders representing a majority of the outstanding shares
of common stock of the Company, entered into a Consent to Sale and
Settlement Agreement whereby the Parties resolved amicably any
claims. Terms of this agreement are confidential.
Additionally, the Company and the Subsidiary moved forward, with
the consent of the Lenders and the Stockholders, with the
previously disclosed Sept. 4, 2013, Asset Purchase Agreement with
Access Media 3, Inc., whereby AM3 would acquire a substantial
portion of the assets of the Subsidiary in a series of
transactions.
Approval of the Agreement allowed for the closing of an initial
group of subscribers, which resulted in an immediate transfer of
16,650 subscribers to AM3 for a purchase price of $9,657,000.
Thereafter, but no later than 270 days, AM3 will acquire, in a
series of subsequent closings, an additional 27,661 subscribers
for up to $16,043,380. To receive the $16,043,380 proceeds in
full, the Subsidiary must obtain (i) written consents to
assignment on all property right of entry agreements that require
consent, and (ii) term extensions for all right of entry
agreements with less than one year contractual term remaining.
The $16,043,380 has been placed in escrow by AM3 to fund the
subsequent closings.
The Lenders applied the entire $9,657,000 purchase price to the
approximate $28,300,000 outstanding balance under the Loan
Agreement. It is anticipated that the Lenders will also apply the
proceeds from the subsequent closings, of up to $16,043,380, to
the remaining balance under the Loan Agreement. The Company makes
no representation that any of these proceeds will be available for
distribution to the stockholders.
AM3 and the Subsidiary also entered into two management agreements
whereby AM3 will be retained by the Subsidiary to (i) manage the
27,661 subscribers until the subsequent closings occur, and (ii)
manage the remainder of the Subsidiary's 13,172 subscribers with
the Subsidiary receiving from AM3 revenue in the amount of $4.50
per subscriber per month.
The Subsidiary will immediately scale back staff and operations.
AM3 will retain, on a permanent or transitional basis, a majority
of Subsidiary employees, a majority of leased office space and
majority of other monthly direct and indirect expenses in the
provisioning of services to these subscribers. The Subsidiary
will retain only enough staff to fulfil its obligations under the
Agreement to finalize the transition, obtain consents to
assignment and right of entry agreement extensions, oversee AM3's
obligations under the management agreements, and to perform
certain basic accounting and corporate functions.
About MDU Communications
Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.
For the six months ended March 31, there was $152,000 in operating
income and a net loss of $1.5 million on revenue of $12 million.
The Company reported a net loss of $6.4 million on $27.3 million
of revenue for fiscal year ended Sept. 30, 2012, compared with a
net loss of $7.4 million on $27.9 million of revenue for 2011.
The Company's balance sheet at March 31, 2013, showed $18.04
million in total assets, $32.14 million in total liabilities and a
$14.09 million total stockholders' deficiency.
CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012. The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012. They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.
MEDLAB OHIO: Laboratory Partners Files Chapter 11 in Delaware
-------------------------------------------------------------
Laboratory Partners, Inc., a clinical laboratory doing business in
eight states and the District of Columbia, on Oct. 28 disclosed
that on Oct. 25 it, together with six subsidiaries, filed
voluntary Chapter 11 petitions in the U.S. Bankruptcy Court in
Delaware. MedLab affirmed it will continue to operate its
business and serve its customers on an uninterrupted basis through
its existing facilities and employees, in all of the markets in
which it operates, as it moves forward with its restructuring
plan.
In conjunction with the filing, and to provide continued support
to its business operations while it restructures, MedLab has
obtained a $5,000,000 credit facility and line of Debtor-In-
Possession financing from Marathon Special Opportunity Fund, an
affiliate of its current senior secured lenders.
Over the past several months MedLab has engaged a number of
professional firms to assist it in exploring strategic options
regarding its business operations and their possible disposition.
In connection with these efforts, MedLab has received Letters of
Intent from several strategic buyers regarding the purchase of its
Long Term Care division and, separately, its Terre Haute area
laboratory business. The Company has continued to engage in
ongoing discussions with these strategic buyers regarding any
potential sales transactions. Each purchaser to date, who has
expressed an interest in any of the Company's divisions, has
significant clinical laboratory industry experience.
MedLab intends to seek immediate permission from the Bankruptcy
Court to pursue the sale of two of its divisions to potential
purchasers, subject to higher and better offers from other
interested buyers and pursuant to bidding procedures to be
approved by the Bankruptcy Court. The Company anticipates that,
subject to Bankruptcy Court approval, a Court-supervised auction
for the Long Term Care division should occur in December 2013.
The auction for the Terre Haute area laboratory business should be
scheduled in January 2014. The closing of each transaction will
occur shortly after each auction.
"MedLab remains totally committed to its mission to provide the
highest quality of timely and accurate service to our patients.
Just as importantly, the Company seeks to maximize its value for
all of our stakeholders," said Bill Brandt, MedLab's CEO. "We've
put together a remarkable and very experienced team to handle the
restructuring of the Company. In addition, the Company is truly
thankful for the support of its dedicated employees and vendors
who share this commitment to serving our patients throughout this
process."
The Company has retained Duff & Phelps, LLC, as its investment
banker to assist it in the evaluation and consummation of these
sales transactions while also engaging Development Specialists,
Inc. (DSI), as its restructuring and operations advisor during the
reorganization process. Medlab is also being advised by
Pillsbury, Winthrop, Shaw, Pittman LLP, while Morris, Nichols
Arsht & Tunnell LLP serve as local Delaware counsel.
About DSI
For more than 35 years, DSI -- http://www.dsi.biz-- has been a
provider of management consulting and financial advisory services
in the fields of turnaround consulting, financial and operational
restructuring, the provision of fiduciary personnel, as well as
litigation support and forensic accounting. DSI is headquartered
in Chicago, with other major offices in New York, Los Angeles,
Miami, San Francisco, Cleveland, Columbus, Philadelphia and
London.
To contact DSI:
Development Specialists, Inc.
Steve Victor, 312 263-4141
E-mail: svictor@dsi.biz
About MedLab
MedLab -- http://www.theMedLab.com-- operates premier clinical
laboratories serving clients in Ohio, Illinois, Indiana, Missouri,
Michigan, Kentucky, Virginia, Maryland and Washington, D.C.
MedLab's main laboratories are CAP and CLIA accredited to ensure
quality, accurate service in a timely manner. MedLab's network
has 12 testing laboratories and over 500 phlebotomists and the
Company performs more than 6,000,000 tests annually.
METROPARK USA: Panel Seeks to Modify Blakeley's Employment Terms
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Metropark USA,
Inc. asks permission from the Hon. Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York to further
modify the terms of employment of Blakeley & Blakeley LLP as
counsel.
The Committee clarifies the terms of the Amended Employment Order
entered May 2, 2013, and if necessary, further modifying the terms
of Blakeley & Blakeley's employment to ensure that the contingency
fee applies to administrative claim waivers in addition to
collected settlement funds.
The Committee and Blakeley & Blakeley have agreed that Blakeley &
Blakeley will be compensated based on monies recovered and the
value of administrative claims waived. The value of any
administrative claim waiver will be determined when all
administrative claims are paid on a final basis and will be
calculated as follows:
- the distribution to administrative creditors will be
calculated as if no claim waivers had been obtained;
- the amount that would have been paid to an administrative
claimant in the absence of a claim waiver will be deemed to
be the value of the waived administrative claim;
- Blakeley & Blakeley will be entitled to receive 30% of the
amount that would have been received by the administrative
claimant in the absence of the claim waiver;
- regardless of the sources of the contingency-fee, on a net
basis, the contingency-fee rate will not exceed 30%
Although the Committee and Blakeley & Blakeley believe that the
Amendment Employment Order allows the contingency fee to apply to
all monies collected and any administrative claim waivers obtained
through the prosecution of the Avoidance Actions, the Committee
and Blakeley & Blakeley want to ensure that they are correct, and
avoid potentially expensive litigation.
The Court will hold a hearing on the motion on Nov. 5, 2013, at
10:00 a.m. Objections, if any, are due Oct. 29, 2013, at 5:00
p.m.
Blakeley & Blakeley can be reached at:
BLAKELEY & BLAKELEY LLP
261 Madison Avenue, 9th Floor
New York, NY 10016
Tel: (646) 553-3776
Fax: (949) 260-0613
About Metropark USA
Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states. Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the
25-35 year old customer) in demand for fashion-forward apparel
and accessories. Its headquarters, distribution centers, and
e-commerce site located in Los Angeles, California.
Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.
The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697, 006 as of April 2 , 2011.
CRG Partners Group, LLC, is the Debtor's financial advisor. The
Debtor also tapped Great American Group Real Estate, LLC doing
business as GA Keen Realty Advisors as special real estate
advisor. Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP,
in Irvine, Calif., represents the Official Committee of Unsecured
Creditors.
MFM INDUSTRIES: Court Okays Sale of Clay Cat Litter Business
------------------------------------------------------------
Oil-Dri Corporation of America on Oct. 28 disclosed that the
United States Bankruptcy Court for the District of Delaware
approved the sale of the customer list, mining and manufacturing
equipment, packaging materials, inventory, intellectual property,
and certain other clay cat litter business assets of MFM
Industries, Inc. to Oil-Dri. The Company is not acquiring the
land or mineral rights from MFM. The acquisition of assets will
be finalized by November 1, 2013 and the Company plans to
transition MFM customers' orders to Oil-Dri cat litter
manufacturing plants with available capacity and similar cat
litter products.
MFM, a company engaged in the manufacturing, marketing and
distribution of scoopable and coarse cat litter, filed for
bankruptcy in May of 2013. In addition to its private label
business, MFM produced branded cat litter marketed under the
following brand names: Double Fresh, Cedar Fresh, Litter Guard,
Mighty Cat, Kitty White and Super Scented.
President and Chief Executive Officer Daniel S. Jaffee said, "The
purchase of MFM's cat litter business assets was a strategic
business decision and we expect it to be accretive to our earnings
this fiscal year. We are not going to operate the plant in
Florida. We will use our network of operations to service MFM's
existing customers with our high quality products and more
favorable geographic locations. We plan to consider those who are
currently working at the Florida plant and are willing to relocate
for job opportunities.
"We look forward to serving our new customers and will work
diligently to ease the transition for all parties involved."
Oil-Dri Corporation of America is a supplier of specialty sorbent
products for industrial, automotive, agricultural, horticultural
and specialty markets and the world's largest manufacturer of cat
litter.
MORGAN'S FOODS: Has 25 Million Authorized Common Shares
-------------------------------------------------------
Morgan's Foods provided a summary of the material provisions
concerning the common shares contained in its Amended and Restated
Articles of Incorporation and its Amended Code of Regulations,
which have been filed with the U.S. Securities and Exchange
Commission.
Authorized Number
The Company's Articles authorize the issuance of up to 26,000,000
shares, consisting of 25,000,000 Common Shares, without par value
and 1,000,000 Preferred Shares, without par value. As of Oct. 25,
2013, there are 4,046,147 Common Shares issued and outstanding and
no Preferred Shares issued and outstanding.
Common Shares
Holders of the Company's Common Shares are entitled to one vote
per share with respect to each matter submitted to a vote of its
shareholders, subject to voting rights of its Preferred Shares, if
any. Except as provided in connection with its Preferred Shares
or as otherwise may be required by law or its Articles, the
Company's Common Shares are the only capital stock entitled to
vote in the election of directors.
Preferred Shares
The Articles authorize the Board of Directors of the Company to
fix the number of Preferred Shares and determine the designation
of any series of the authorized Preferred Shares and to determine
or alter the rights, preferences, privileges and restrictions
granted or imposed upon any unissued series of Preferred Shares.
The Board has previously designated 100,000 of the Preferred
Shares as "Series A Preferred Shares" in connection with a past
shareholders rights agreement that has since been terminated, with
terms as reflected in the Articles.
A complete copy of the Form 8-K disclosure is available at:
http://is.gd/G91VKv
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. 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.
MORRIS SENIOR: Illinois District Court Affirms Contempt Ruling
--------------------------------------------------------------
District Judge Matthew F. Kennelly for the Northern District of
Illinois ruled on an appeal from two orders entered in the
bankruptcy of Morris Senior Living, LLC and Morris Real Estate
Holdings II LLC. The first order, issued on March 5, 2013, found
appellant Morris Healthcare & Rehabilitation Center, LLC (MHRC) in
contempt of court for violating the automatic stay, required MHRC
to pay the bankruptcy trustee's attorney's fees in an amount to be
determined, and directed MHRC to promptly dismiss three lawsuits
it had filed. The second order, issued on March 21, 2013, found
MHRC and, it appears, its attorney Maurice Salem in contempt of
court for failing to dismiss one of the three lawsuits. The court
imposed an attorney's fee award upon MHRC arising from its failure
to dismiss that suit. The court also imposed upon Salem a fee
sanction concerning not just the failure to dismiss that suit but
also based upon the earlier filing of two of the three suits.
MHRC and Salem appealed.
In an Oct. 22, 2013 Memorandum Opinion and Order available at
http://is.gd/lMbg2mfrom Leagle.com, the Court (a) affirmed the
bankruptcy court's March 5 order finding MHRC in contempt for
violating the automatic stay; (b) affirmed the fee award against
MHRC to the extent it is premised on the automatic stay
violations; (c) reversed the March 21 contempt findings against
MHRC and Salem, as well as the fee award to the extent it arises
from the contempt; and (d) reversed the remaining fee sanction
against Salem and remands for further proceedings.
Morris Senior Living LLC and Morris Real Estate Holdings II LLC
filed Chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 12-05364
and 12-05365) on Feb. 14, 2012. Ethan Ostrow, Esq. --
eostrow@bupdlaw.com -- at Brown, Udell, Pomerantz & Delrahim,
Ltd., serves as the Debtors' counsel. Morris Senior Living listed
under $1 million in both assets and debts. Morris Real Estate
Holdings II listed under $10 million in both assets and debts.
Before filing for bankruptcy, Morris Real Estate Holdings II owned
a senior supportive living facility (SLF) located in Morris,
Illinois, in Grundy County. Operating an SLF requires a license
from the Illinois Department of Healthcare and Family Services
(IDHFS). The license is called an SLF certificate. The owner of an
SLF certificate may appoint a medical provider to operate the SLF.
MHRC says that in 2006, it became the owner of the SLF certificate
and appointed Morris Senior Living as the medical provider. IDHFS
and Morris Senior Living, however, maintain that Morris Senior
Living has owned the SLF certificate since at least 2009.
MOUNTAIN PROVINCE DIAMONDS: Canadian Gov't OKs Gahcho Kue Project
-----------------------------------------------------------------
De Beers Canada and Mountain Province Diamonds announced that the
Minister of Aboriginal Affairs and Northern Development Canada,
the Hon. Bernard Valcourt, has approved the development of the
Gahcho Kue diamond mine as recommended by the Mackenzie Valley
Environmental Impact Review Board.
Tony Guthrie, chief executive officer for De Beers Canada,
commented: "The Minister's approval confirms that the plans for
the development and operation of the Gahcho Kue diamond mine meet
the highest standards. The new diamond mine will benefit the
economy and residents of the Northwest Territories and enhance
Canada's position as a premier diamond producer."
Federal government approval allows the Mackenzie Valley Land and
Water Board to commence processing of the applications for the
Land Use Permit and Water License required to construct and
operate the Gahcho Kue mine.
Patrick Evans, Mountain Province president and CEO, added: "Gahcho
Kue has gone through the most comprehensive environmental review
of any mining project in the Northwest Territories. Through this
process, consultation with stakeholders has been extensive. The
shareholders of Mountain Province now look forward to an efficient
and timely completion of the remaining regulatory process, which
is necessary to ensure the optimal development of the Gahcho Kue
diamond mine".
Gahcho Kue will employ close to 700 people during the two years of
construction and close to 400 people during its operations phase.
It is forecast to produce an average of 4.5 million carats
annually over the eleven year mine life. Gahcho Kue is a joint
venture between De Beers (51 percent) and Mountain Province
Diamonds (49 percent) and is located 280 km northeast of
Yellowknife, Northwest Territories.
Given the expected timing for the issuance of a land use permit to
enable pioneer work to commence, which requires approximately 42
days for processing, as well as the impact of the winter ice road
on logistics, the joint venture is currently reassessing the
Gahcho Kue development plan to determine the optimal development
schedule. In addition, the joint venture is also updating the
2010 Gahcho Kue feasibility study and expects to announce the
results of an Optimization Study early in the New Year. Further
details will be announced as they become available.
About Mountain Province Diamonds
Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada. The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.
Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010. The Company's balance
sheet at June 30, 2013, showed C$86.19 million in total assets,
C$9.77 million in total liabilities and C$76.41 million in total
shareholders' equity.
"The Company's primary mineral asset is in the exploration and
evaluation stage and, as a result, the Company has no source of
revenues. In each of the years December 31, 2012, 2011 and 2010,
the Company incurred losses, and had negative cash flows from
operating activities, and will be required to obtain additional
sources of financing to complete its business plans going into the
future. Although the Company had working capital of $46,653,539
at December 31, 2012, including $47,693,693 of cash and cash
equivalents and short-term investments, the Company has
insufficient capital to finance its operations and the Company's
costs of the Gahcho Kue Project (Note 7) over the next 12 months.
The Company is currently investigating various sources of
additional funding to increase the cash balances required for
ongoing operations over the foreseeable future. These additional
sources include, but are not limited to, share offerings, private
placements, credit and debt facilities, as well as the exercise of
outstanding options. However, there is no certainty that the
Company will be able to obtain financing from any of those
sources. These conditions indicate the existence of a material
uncertainty that results in substantial doubt as to the Company's
ability to continue as a going concern," according to the
Company's annual report for the period ended Dec. 31, 2012.
MUSCLEPHARM CORP: Has Office Lease Agreement With Frost
-------------------------------------------------------
MusclePharm Corporation entered into an Office Lease Agreement
with Frost Real Estate Holdings, LLC, a company owned by Dr.
Phillip Frost. Dr. Frost is a member of MusclePharm Scientific
Advisory Board.
Pursuant to the Lease, the Company will rent, from Frost, 1,437
square feet of office space located at 4400 Biscayne Boulevard,
Miami, Florida 33137.
The Lease will have an initial term of three years, with one
tenant option to renew the lease for an addition three year term.
The Company will pay rent equal to (i) $3,796.79 per month for the
first 12 months of the Lease, (ii) $3,967.24 per month for the
second 12 months of the Lease, and (iii) $4,146.24 per month for
the third 12 months of the Lease.
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances. MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe. MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.
The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010. The Company's
balance sheet at June 30, 2013, showed $23.25 million in total
assets, $10.64 million in total liabilities and $12.61 million in
total stockholders' equity.
In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern. The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.
NAMCO LLC: To Rebound Out of Bankruptcy
---------------------------------------
NAMCO, which began as a small, family-run company and is now
America's largest dealer of swimming pools and game room gear, on
Oct. 28 announced that it is rebounding out of bankruptcy and
setting in motion a new campaign to highlight its customer service
in time for the 2014 pool season which begins in February.
For decades the low price leader in the New England market, NAMCO
executives promise with their new campaign to maintain that top
value spot while boosting its customer service, delivery and
performance. One initiative to be detailed in early 2014 will be
the "Speed to Swim" program, which will provide guarantees to the
customers for quick installation of pools.
"For over 50 years we've offered our customers quality outdoor and
indoor home entertainment products at reasonable prices, helping
them enjoy family activities and affordable stay-at-home-
vacations," said Mark Scott, CEO of NAMCO. "With the bankruptcy
filing and a reorganization behind us, we aim to keep our
leadership position and make the customer experience and bond even
better."
"We have used the last few months since the filing to do a lot of
internal review and brainstorming; we know we had our challenges
with maintaining quality customer service," added Mr. Scott. "We
also know we can and will do better and we have a plan to make
that happen."
In 2013, NAMCO offered a range of products and outfitting services
to area homes, including above ground pools, patio furniture, pool
toys and chemicals, billiard tables, card tables and Ping-Pong
gear. Next year, the pool and patio superstore not only promises
a greater focus on customer service; it also promises to become a
premier supporter of backyard recreation by offering a wider
assortment of merchandise at lower prices--both in its stores and
on its website.
In addition, the company plans a special partnership with
Halloween Express for the 2013 Halloween season, and will have
Halloween costumes and merchandise in six NAMCO locations. After
Halloween, 12 of the 19 east coast stores will close until
February 2014. The 12 stores taking short, off-season hiatuses as
of the first week in November 2013 include: Enfield; Nashua;
Leominster; Manchester; Hanover; Albany; Westbrook; Rocky Hill;
Orange; Auburn; Springfield; and Danbury. Employees affected by
the off-season closings will be offered positions in other stores,
while affected customers will be informed that their preferred
NAMCO locations will reopen with new, special deals and top-tier
customer service.
"We will be communicating with our area customers in each
location," said Mr. Scott, "making sure they know we will be back
for the new season with new energy, new customer-friendly plans
and our traditional low-price value. Additionally, we will make
sure they know that seven NAMCO locations will remain open during
the off-season, and that all of their swimming pool, game room and
indoor recreational needs can and will be met," Mr. Scott added.
The seven stores remaining open throughout the winter include:
Manchester and Southington, CT; Salem, NH; North Attleboro,
Peabody and Seekonk, MA; and Wappingers Falls, NY.
NAMCO operates from a 200,000 square foot distribution center in
Manchester, CT, and is a member in good standing with the
Association of Pool & Spa Professionals (APSP).
About Namco
Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co. It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington. Judge Peter J. Walsh presides over the case.
Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel. Olshan Frome & Wolosky, LLP, is the Debtor's
general bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent. Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.
The Debtor disclosed $32,372,123 in assets and $53,908,778 in
liabilities as of the Chapter 11 filing. The Petition was signed
by Lee Diercks, chief restructuring officer.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.
The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.
NAMCO, LLC's First Amended Chapter 11 Plan of Reorganization, as
amended, became effective on Aug. 16, 2013. The Bankruptcy Court
confirmed the Plan on Aug. 1, 2013.
NATIONAL CENTURY: 6th Cir. Affirms Dismissal of "Big Boy" Claims
----------------------------------------------------------------
The Sixth Circuit on October 23, affirmed the Southern District of
Ohio's decision granting summary judgment in favor of Credit
Suisse Securities (USA) LLC in Pharos Capital Partners L.P. v.
Deloitte & Touche, No. 12-4381 (6th Cir. Oct. 23, 2013). The
appeal concerned claims asserted by plaintiff Pharos Capital
Partners, L.P. for fraud, negligent misrepresentation, and
violations of the Ohio Securities Act, arising from its failed $12
million private equity investment in National Century Financial
Enterprises, Inc. the per curiam ruling by Judges Deborah L.
Cook, Richard Allen Griffin and Raymond M. Kethledge upheld the
district court's "well-reasoned" decision that Pharos's claims
should be dismissed for lack of justifiable reliance.
In the Pharos Order, the Sixth Circuit affirmed that summary
judgment was appropriate on the fraud and negligent
misrepresentation claims because Pharos expressly disavowed any
reliance on Credit Suisse in an agreement commonly known as a "big
boy" letter. Summary judgment was also proper on Pharos's Ohio
Securities Act claims because Pharos failed to adduce any proof it
relied on a misstatement in the private placement memorandum as
required under the Ohio statutes.
The decision is significant for the financial industry because it
dismisses claims pursuant to a negotiated agreement that allocates
risk among sophisticated parties. With Pharos, the Sixth Circuit
has now joined the Fifth, Seventh and Ninth Circuits in enforcing
a sophisticated party's express representations that it was not
relying on any alleged statements made by another party in
connection with a transaction. See, e.g., In re Capco Energy,
Inc., 669 F.3d 274, 284 (5th Cir. 2012); Extra Equipamentos e
Exportacao Ltda. v. Case Corp., 541 F.3d 719, 724 (7th Cir. 2008);
Bank of the West v. Valley Nat'l Bank of Ariz., 41 F.3d 471, 477?
78 (9th Cir. 1994). Notably, the Sixth Circuit Order blazes new
ground on enforcement of "big boy" agreements that are entered
into between placement agents and investors.
Background and the District Court's Opinion and Order
NCFE hired Credit Suisse and The Shattan Group to act as co-
placement agents in connection with NCFE's private offering of
convertible preferred stock and subordinated notes. In early
2002, Pharos approached Credit Suisse seeking an investment
opportunity in the healthcare industry, and Credit Suisse
introduced Pharos to NCFE. Pharos promptly began its due
diligence investigation, met with the management of NCFE and
received access to a data room of diligence materials. Pharos
Capital Partners, L.P. v. Deloitte & Touche, L.L.P., No. 2:03-cv-
362, 2012 WL 5334027, at *1?3 (S.D. Ohio Oct. 26, 2012).
After its diligence investigation, but prior to its investment in
NCFE, Pharos negotiated and signed the Letter Agreement with
Credit Suisse in which Pharos acknowledged certain facts and made
particular representations to Credit Suisse regarding its
investment. As the district court noted, "[t]he parties referred
to the Letter Agreement as a ?big boy' agreement because Pharos in
essence said that it knew what it was doing and could take care of
itself."1 Specifically, Pharos represented the following:
(a) That we are a sophisticated institutional investor and have
such knowledge and experience in financial and business matters
and expertise in assessing credit risk; that we are capable of
evaluating the merits, risks and suitability of investing in the
Securities; that we have conducted our own due diligence
investigation of the Company, that we are relying exclusively on
our due diligence investigation and our own sources of information
and credit analysis with respect to the Securities and that we are
able to bear the economic risks of and an entire loss of our
investment in the Securities;
(b) That (i) neither [Credit Suisse] nor any Affiliate (as defined
herein) has been requested to or has provided us with any
information or advice with respect to the Securities nor is such
information or advice necessary or desired, (ii) neither [Credit
Suisse] nor any Affiliate has made or makes any representation as
to Company or the credit quality of the Securities; and (iii)
[Credit Suisse] and any Affiliate may have acquired, or during the
term of the Securities may acquire, non-public information with
respect to the Company, which we agree need not be provided to us;
(c) That, in connection with the issue and purchase of Securities,
neither the Agent nor any of its Affiliates have acted as our
financial advisor or fiduciary. . . .2
The district court concluded that "the clear language of the
Letter Agreement and the surrounding factors render any claimed
reliance by Pharos unjustifiable. . . . To allow Pharos to proceed
any further with its fraud and negligent misrepresentation claims
would upset the risk allocation the parties bargained for."3
The district court further held:
[D]iscovery has disproved the complaint's allegations, and the
issue is no longer whether Pharos can state a claim for fraud.
Credit Suisse has proved the existence of language having greater
force than a boilerplate disclaimer in a PPM. It has proved that
the parties entered into a bargained-for, retrospective statement
of their dealings. Their Agreement establishes that Pharos agreed
not to rely on Credit Suisse and agreed that Credit Suisse had no
duty to provide information to Pharos.4
Accordingly, the district court granted summary judgment in favor
of Credit Suisse on Pharos's fraud and negligent misrepresentation
claims. The court also granted summary judgment on Pharos's Ohio
Securities Act claims because Pharos failed to identify a single
statement in the PPM it justifiably relied on as required by the
applicable statutes.
The Sixth Circuit Order
On appeal, Pharos attempted to circumvent the Letter Agreement
with respect to its fraud and negligent misrepresentation claims
by asserting that Credit Suisse "had knowledge of material
information about National Century's fraud that outside investors
-- like Pharos -- could not discover." Pharos Capital Partners
L.P., No. 12-4381, slip op. at 3. Counsel for Pharos persisted at
oral argument on October 2, 2013, but the Panel ultimately held,
"[e]ven assuming that this scenario could make Pharos's reliance
justifiable, Pharos has not demonstrated that any material
information was truly unavailable to a sophisticated investor like
Pharos."5 The Court of Appeals concluded, "the district court
correctly held that Pharos could not justifiably rely on any
statement by Credit Suisse because Pharos was a sophisticated
investor, had substantial adverse information about National
Century, and, most critically, signed an agreement disclaiming
reliance on any statement by Credit Suisse."6
The Court of Appeals also affirmed the district court's ruling
with respect to Pharos's Ohio Securities Act claims.
Specifically, the Sixth Circuit held that "[t]he district court
thoroughly reviewed the record for evidence that Pharos reasonably
relied on material misstatements appearing in the PPM, finding
nothing more than a handful of vague assertions of reliance on the
PPM. Indeed, the court granted Pharos more review than its proffer
required."7 The Sixth Circuit, therefore, held "[w]e discern no
error with [the district court's] judgment that Pharos failed to
present evidence demonstrating justifiable reliance."8
The Sixth Circuit's affirmance provides additional support for the
proposition that financially sophisticated parties must be held to
the allocation of risk they negotiated in "big boy" agreements or
otherwise. The ruling also helpfully rejects a plaintiff's
attempt to create a triable issue of material fact based on
generic and vague assertions of misstatements.
About National Century
Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets. To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.
NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235). The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at
Jones Day, represented the Debtors.
NMP-GROUP: Ch.7 Trustee of HRH Construction Objects to Plan
-----------------------------------------------------------
NMP-Group LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York on Oct. 21, 2013, a first amended
disclosure statement explaining the Debtor's First Amended Plan of
Orderly Liquidation.
The Plan embodies a sale of the Debtor's property to Madison 33
Owner, LP, for $51,878,784, subject to adjustments.
Pursuant to the Sale Contract, Purchaser will be responsible for
payment of (i) any Allowed Unsecured Claim that is not paid by
the Debtor because the Purchase Price is otherwise insufficient to
pay in full all of the Claims and (ii) Allowed Administrative
Claims, including attorneys' fees that are approved by the
Bankruptcy Court under Sections 327, 330 and 331 of the Bankruptcy
Code; provided, however, the Debtor's counsel will first apply its
retainer in the amount of $76,943. The total assumption of
liabilities that cannot be paid from the Purchase Price will not
exceed $2,150,000 in the aggregate.
To secure payment of the Claims, on Oct. 18, 2013, the Purchaser
released to the Debtor's counsel, as Disbursing Agent under the
Plan, a Contract Deposit of $2,000,000 and wired an additional
$150,000 to the Debtor's counsel to fund the Escrow from which
Claims will be paid.
The closing will take place within five business days of the date
the Bankruptcy Court enters an Order approving the sale (or, at
the Purchaser's option, such sale order having become final and no
longer subject to appeal), with time being of the essence.
All mechanic's liens, environmental control board liens and other
liens affecting the Property will be satisfied at the closing.
The Plan provides for payments of all Claims, in full, together
with interest. All creditors are deemed to have accepted the
Plan. Ballots, therefore, will not be solicited.
The Plan designates six classes of claims and interests -- Class 1
Real Estate Tax and Other In rem Governmental Lien Claims, Class 2
Mortgagee Claims, Class 3 Subordinate Lien Claims, Class 4 Other
Priority Claims, Class 5 General Unsecured Claims and Class 6
Equity Interests.
The Mortgagee's claims against the Debtor in Class 2 total
approximately $51,645,271. The Mortgagee will be paid at the
Closing, in full, final and complete satisfaction of its Class 2
Claim, Cash from the Sale Proceeds equal to 100% percent of its
Allowed Claim. In exchange for full, final and complete
satisfaction of its Class 2 Claim, at the Closing, the Mortgagee
will provide for an assignment of the UBS Mortgage on the Property
to the Purchaser's designee.
Holders of Allowed Class 5 General Unsecured Claims against the
Debtor will be paid, in full and final satisfaction of their Class
5 Claims, Cash equal to 100% of their Allowed Claims, with
interest at the Legal Rate, seven Business Days after such General
Unsecured Claim becomes an Allowed Claim, or as soon thereafter as
is practicable.
Class 6 Equity Interests in the Debtor will retain their interests
in the Debtor.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/NMP-GROUP_1ds.pdf
HRH Construction Objects
Marianne T. O'Toole, the Chapter 7 trustee of HRH Construction
LLC, et al., and creditor in the bankruptcy case of NMP-Group LLC
("NMP"), objects to the confirmation of the Plan proposed by NMP.
The Chapter 7 Trustee explains: "The Plan cannot be confirmed
because it is not feasible. Alternatively, ballots should be
solicited and creditors provided the opportunity to vote on the
Plan.
"The Plan provides for a private sale of the NMP Property to a
joint venture formed and affiliated with Ms. Luiza Dubrovsky,
NMP's manager, and an entity formed and affiliated with Tessler
Developments LLC, and one or more "unidentified, additional
parties. The sale price of $51,878,784.74 will be utilized to
satisfy all liens affecting the NMP Property, including (i) real
estate taxes and other governmental liens in the sum of $188,752;
(ii) mortgagee claims in the sum of $51,645,271; and
(iii) subordinate lien claims, in the sum of approximately $48,037
(for a total of $51,882,060, which is slightly more than the
Purchase Price).
"The Plan further provides that all creditor classes are
unimpaired and, therefore, not entitled to vote because, to the
extent the Purchase Price is insufficient to pay all claims in
full (including administrative and general unsecured claims), then
the Purchaser will be required to pay all Allowed Administrative
Claims and Allowed Unsecured Claims not to exceed a total of
$2 million. Without taking into account the amount of Allowed
Administrative Claims, a cursory review of the Claims Register
reveals that the total claims as filed exceed $16 million.
Therefore, the Plan is not feasible and confirmation should be
denied or, alternatively, creditors should be deemed to be
impaired for voting purposes."
172 Madison (NY) LLC's Limited Objection
172 Madison (NY) LLC filed a limited objection to confirmation of
NMP-Group's Plan. 172 Madison (NY) explains:
"Debtor's counsel has represented that the Debtor will be able to
satisfy all of the claims against it and that certain language
will be included in any order confirming the Plan. Subject to
presentation of evidence that all claims against the Debtor
will be satisfied in full and to the inclusion of the language
below, 172 Madison has no objection to confirmation of the Plan.
However, out of an abundance of caution, and in order to apprise
the Court of the rationale behind the proposed language to be
included in the confirmation order, 172 Madison submits this
limited objection to confirmation in order to protect its rights
in the event that the Debtor cannot satisfy its claims and/or the
agreed-upon language is not included in the proposed confirmation
order.
About NMP-Group
NMP-Group LLC, the owner of 21 East 33rd Street in Manhattan,
filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 13-bk-12269) on July 10, 2013, in New York to prevent a
foreclosure sale. Ilana Volkov, Esq. --
ivolkov@coleschotz.com -- and Felice R. Yudkin, Esq. --
fyudkin@coleschotz.com -- at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor.
The U.S. Trustee has not formed a creditors' committee due
to lack of interest of creditors to serve in a committee.
NNN PARKWAY: Weiland Golden to Replace Arnold Wuhrman as Counsel
----------------------------------------------------------------
NNN Parkway 400 26, LLC notified the U.S. Bankruptcy Court for the
Central District of California that:
Evan D. Smiley, Esq.
Beth E. Gaschen, Esq.
WEILAND, GOLDEN, SMILEY, WANG EKVALL & STROK, LLP
650 Town Center Drive, Suite 950
Costa Mesa, CA 92626
Tel: (714) 966-1000
Fax: (714) 966-1002
E-mail: esmiley@wgllp.com
bgaschen@wgllp.com
- and -
Christene E. Baur, Esq.
4653 Carmel Mountain Rd Suite 308
San Diego, CA 92130
Tel: (858) 350-3757
Fax: (858) 876-9480
will replace Arnold H. Wuhrman as counsel for the Debtor.
As reported in the Troubled Company Reporter on Oct. 14, 2013, the
Debtors have sought Court permission to employ Christine E. Baur,
Esq., as general bankruptcy counsel, to:
(a) assist the Debtors in preparing and filing their
Petitions, Schedules, Statements of Financial Affairs and
other documents required to initiate the Debtors'
bankruptcy cases;
(b) serve as general counsel to the Debtors in the cases,
including advising the Debtors on requirements and
procedures of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, the U.S. Trustee Guidelines and the
Local Bankruptcy Rules;
(c) assist the Debtors in an effort to prepare and confirm
a Chapter 11 plan.
The Baur firm will be paid at these hourly rates:
Ms. Baur $395
Attorney or Paralegal $295 - $395
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
On July 3, 2013, the firm received a $150,000 prepetition
retainer from Breakwater on behalf of the tenants in common. The
firm applied $829.50 of the prepetition retainer to prepetition
services for the August Debtor cases. The balance of the
prepetition retainer is maintained in the firm's retainer account.
Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, co-counsel of
Christine E. Baur, also received a $150,000 prepetition retainer
from Breakwater on behalf of the TICs. Co-counsel applied $45,664
of its retainer to prepetition services.
After application of the retainers to prepetition services
rendered on behalf of the 28 affected Debtors, the balance of the
retainers will be used, on a pro-rata basis, to pay the firm's and
co-counsel's fees and expenses in connection with services
provided to any and all 29 Debtors. This is consistent with the
Court's orders entered Aug. 9, 2013, providing for the joint
administration of the 29 Debtors and the joint and several
liability of the 29 estates for allowed professional fees and
costs.
Using the modified fee application procedures, the Firm will first
draw down its fees and expenses on a pro rata basis from the
retainers, and then on a pro rata basis from any future retainers
provided by the Firm or co-counsel, to the extent not comprised of
cash collateral.
Christine E. Baur 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.
About NNN Parkway 400
NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012. Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million. The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.
Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.
The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia. The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.
NORTEL NETWORKS: Blumrosen Appointed as Commissioner
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Nortel Networks, et al., to:
-- issue letters of request;
-- appoint Alexander B. Blumrosen, Avocat au Barreau de
Paris, Bernard-Hertz-Bejot, 8, rue Murillo, 75008 Paris,
France as commissioner, pending approval of the French
Minister de la Justice and subject to the terms of the
letters of request, as the commissioner to take evidence and
testimony; and
-- direct submission of Hague Convention.
The request was filed by the court-appointed administrators and
authorized foreign representatives of Nortel Networks, UK Limited
and certain affiliates located in the region known as EMEA
(Europe, Middle East and Africa) in proceedings under the
Insolvency Act 1986 pending before the High Court of Justice of
England and Wales, seeking the issuance of international letters
of credit of request pursuant to Chapter II of the Hague
Convention of March 18, 1970, on the Taking of Evidence Abroad in
Civil or Commercial Matters.
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications. Nortel did
business in more than 150 countries around the world. Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.
On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors. Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group. That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.
That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).
In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP. Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.
On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A. On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.
U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.
In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors. An ad hoc
group of bondholders also was organized.
Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.
An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor. The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee. The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.
Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.
As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion. The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.
Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers. Nortel has collected roughly $9 billion for
distribution to creditors. Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation. The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction. The
deal closed in July 2011.
Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court. The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.
Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.
OLD SECOND: Posts $71.6 Million Net Income in Third Quarter
-----------------------------------------------------------
Old Second Bancorp, Inc., reported net income available to common
stockholders of $71.60 million on $17.72 million of total interest
and dividend income for the three months ended Sept. 30, 2013, as
compared with a net loss available to common stockholders of $1.13
million on $18.33 million of total interest and dividend income
for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2013, showed $2.03
billion in total assets, $1.89 billion in total liabilities and
$142.03 million in total stockholders' equity.
Chairman Bill Skoglund said, "Results for the third quarter and
for the first nine months of 2013 reflect ongoing progress in our
return to enduring profitability. Improvements in overall real
estate markets in our market areas were offset by intense
competition from other financial institutions and low loan demand
from our small business customers resulting in restrained loan
growth. Further, the move to a higher market interest rate
environment pressured our residential mortgage business in the
same manner as seen nationwide."
Mr. Skoglund continued, "Our momentum is building as our bankers
solidify existing relationships and add to pipelines with current
and prospective customers. Our organization becomes stronger as
problems from past decisions are resolved - evidenced by the
action taken in the third quarter to reverse the reserve against
our deferred tax assets and by this month's decision of the Office
of the Comptroller of Currency to terminate the Consent Order
under which we've been operating. Nonaccrual loans are down to
$43.6 million from $77.5 million at December 31, 2012, and $58.2
million at June 30, 2013. Similarly, other real estate owned
declined to $49.1 million from $72.4 million at year end 2012 and
$59.5 million at June 30, 2013. Our mission remains robust
improvement in earnings per share from greater revenues in all our
products coupled with disciplined expense management."
A copy of the press release is available for free at:
http://is.gd/lNA2RH
About Old Second
Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois. The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services. The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.
Old Second reported a net loss available to common stockholders of
$5.05 million in 2012, as compared with a net loss available to
common stockholders of $11.22 million in 2011.
ORAGENICS INC: Hikes Salaries of Executive Officers
---------------------------------------------------
The Compensation Committee of the Board of Directors of Oragenics,
Inc., authorized increases in the annual salary for each of the
Company's named executive officers currently employed with the
Company:
Current New
Employee Salary Salary
-------- -------- --------
Dr. John Bonfiglio $280,000 $295,000
Michael Sullivan $180,000 $200,000
Dr. Martin Handfield $171,000 $180,000
In addition, the Company has agreed to extend the reimbursement of
certain relocation and temporary living expenses of Dr. Bonfiglio
in the monthly amount up to $1,500, until Dec. 31, 2013.
The Compensation Committee also determined that one of the
performance goals established in the Company's Long Term Incentive
Programs as part of executive compensation had been achieved. The
performance goal met was the goal related to the broadening of the
Intrexon relationship to include a new area outside of
lantibiotics. On Sept. 30, 2013, the Company entered into a new
exclusive channel collaboration agreement with Intrexon in the
area of probiotics. As a result of the Compensation Committee's
determination, and pursuant to the LTIP, Dr. John Bonfiglio, the
Company's chief executive officer, Michel Sullivan, the Company's
chief financial officer, and Dr. Martin Handfield, the Company's
vice president of Research and Development, were entitled to the
awards of Company common stock under the Company's 2012 Equity
Incentive Plan.
Also, the Board met and determined that a similar performance goal
under the previously established Long Term Incentive Program for
the compensation of non-employee directors had been met. As a
result, the Board approved the award under the 2012 Plan of 0.11
percent of the Company's outstanding common stock, or 33,185
shares of common stock under the Plan, to each of the Company's
non-employee directors, Frederick Telling, Charles Pope, Alan
Dunton, Christine Koski and Robert Koski. In addition, the Board
determined to amend its non-employee director compensation
program. In connection with each annual meeting of shareholders
commencing with the 2013 Annual Meeting, each continuing non-
employee director will be granted an award of 10,000 fully vested
shares of the Company's common stock under the Company's 2012
Plan.
The closing price of the Company's stock on Oct. 18, 2013, was
$2.99 per share and the Company had 30,168,613 shares of common
stock outstanding prior to those awards.
A full-text copy of the Form 8-K is available for free at:
http://is.gd/QevREE
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.
ORAGENICS INC: Incurs $9.3 Million Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Oragenics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $9.32 million on $253,374 of net revenue for the three months
ended Sept. 30, 2013, as compared with a net loss of $2.55 million
on $264,248 of net revenue for the same period during the prior
year.
For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $12.98 million on $597,449 of net revenue as compared
with a net loss of $11.10 million on $901,182 of net revenue for
the same period a year ago.
Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.
The Company's balance sheet at Sept. 30, 2013, showed $8.81
million in total assets, $4.45 million in total liabilities, all
current, and $4.36 million in total shareholders' equity.
A copy of the Form 10-Q is available for free at:
http://is.gd/048R4D
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.
ORMET CORP: US Trustee Wants Bankruptcy Converted to Ch. 7
----------------------------------------------------------
Law360 reported that the U.S. trustee's office on Oct. 25 blasted
Ormet Corp.'s move to wind down operations in the wake of a failed
going-concern sale as unfunded and undefined, and urged a Delaware
bankruptcy judge to convert the case to Chapter 7.
According to the report, U.S. Trustee Roberta A. DeAngelis
objected to Ormet's motion seeking to wind down the company,
saying there was no budget in place to fund the process, the terms
of which have not even been finalized.
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.
PALM BEACH CHURCH: Section 341(a) Meeting Set for Dec. 2
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Palm Beach
Community Church, Inc., will be held on Dec. 2, 2013, at 8:30 a.m.
at 1515 N Flagler Dr Room 870, West Palm Beach. Creditors have
until March 3, 2014, to submit their proofs of claim.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013. The
petition was signed by Raymond Underwood as president. The Debtor
disclosed total assets of $15.55 million and total liabilities of
$11.43 million.
POINT CENTER: Chapter 11 Trustee Hires Landau Gottfried as Counsel
------------------------------------------------------------------
Howard B. Grobstein, the Chapter 11 trustee of Point Center
Financial, Inc., asks for permission from the Hon. Theodor C.
Albert of the U.S. Bankruptcy Court for the Central District of
California to employ Landau Gottfried & Berger LLP as special
litigation counsel.
The Chapter 11 Trustee seeks to retain the Landau Gottfried as his
special litigation counsel to further investigate and, as
appropriate, prosecute some or all of the claims asserted in the
Adversary Proceeding, as well as any other claims against Mr. Dan
J. Harkey and his affiliated companies.
The Chapter 11 Trustee proposes to retain the Landau Gottfried as
his special litigation counsel on a contingent fee basis pursuant
to 11 U.S.C. Sec. 328(a). Under this arrangement, Landau Gottfried
will be entitled to seek compensation only if a recovery is
obtained for the Debtor's estate. The fee to be paid to Landau
Gottfried will be, after deducting the amount of expenses
reimbursed to Landau Gottfried, 40% of the total of all amounts
received in connection with the Claims, whether by settlement,
arbitration award, judgment, or disposition of property resulting
from substantive consolidation or otherwise, including any award
of attorneys' fees.
The contingency fee due to Landau Gottfried shall be paid within
30 days after a recovery is obtained in those matters in which
Landau Gottfried has agreed to represent the Trustee, regardless
of the reason for such recovery or when such recovery is achieved,
and without further order of this Court. For proceeds and
recoveries resulting from the disposition of property by way of
substantive consolidation, the contingency fee due to Landau
Gottfried shall be paid within 30 days after such property is
reduced to cash by the Trustee, and shall be net of any applicable
costs of sale.
Landau Gottfried will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Rodger M. Landau, managing partner of Landau Gottfried, 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.
Landau Gottfried can be reached at:
Rodger M. Landau, Esq.
LANDAU GOTTFRIED & BERGER LLP
1801 Century Park East, Suite 700
Los Angeles, CA 90067
Tel: (310) 557-0051
Fax: (310) 557-0056
E-mail: rlandau@lgbfirm.com
About Point Center
Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 13-11495) in
Santa Ana, California, on Feb. 19, 2013. The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.
The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.
From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing. There were a total of only four foreclosed properties
("REOs") as of 2006. In comparison, between 2007 and 2012, there
were 60 foreclosure sales.
The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.
The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.
The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP as counsel.
Howard B. Grobstein has been appointed as Chapter 11 trustee of
the Debtor's estate. John P. Reitman, Esq., and Roy Zur, Esq. --
jreitman@lgbfirm.com and rzur@lgbfirm.com -- at Landau Gottfried &
Berger LLP, serve as general counsel for the Chapter 11 trustee.
POINT CENTER: Appointment of Ch.11 Trustee Moots Cash Use Bid
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
denied the emergency motion of Point Center Financial for an order
approving the Debtor's cash collateral stipulation with Pacific
Mercantile Bank on an interim and final basis, as moot, since
there is no longer a debtor-in-possession.
The Court explains in its order: "On Aug. 1, 2013, the U.S.
Trustee's Application was approved appointing Thomas Seaman as
Chapter 11 Trustee in this matter. According to the successor
trustee, Mr. Grobstein, there is no use of cash collateral
currently contemplated."
About Point Center
Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 13-11495) in
Santa Ana, California, on Feb. 19, 2013. The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.
The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.
From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing. There were a total of only four foreclosed properties
("REOs") as of 2006. In comparison, between 2007 and 2012, there
were 60 foreclosure sales.
The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.
The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.
The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP as counsel.
Howard B. Grobstein has been appointed as Chapter 11 trustee of
the Debtor's estate. John P. Reitman, Esq., and Roy Zur, Esq., at
Landau Gottfried & Berger LLP, serve as general counsel for the
Chapter 11 trustee.
POINT CENTER: Diamond McCarthy Says Objection Replete With Errors
-----------------------------------------------------------------
Diamond McCarthy LLP has responded to the objection filed by
Howard B. Grobstein, the Chapter 11 Trustee for Point Center
Financial, Inc., to the Trustee's own employment application of
the firm as special litigation counsel.
DM explains: "The purpose of the Objection is entirely unclear
from the face of the Objection. The Objection does not even
request any particular relief. DM's request for clarification on
what the Objection seeks has gone unanswered.
"The Objection, filed for an unknown purpose, is replete with
incorrect and incomplete information."
A copy of DM's response is available at:
http://bankrupt.com/misc/POINTCENTER_diamond_response.pdf
As reported in the TCR on Oct. 10, 2013, the Chapter 11 Trustee
said he is attempting to locate "competent replacement" counsel as
quickly as possible.
Mr. Grobstein cited inaccuracies in the documents filed by DM in
seeking Court approval of the firm's engagement.
"Diamond McCarthy has placed the Trustee in the position of being
unable to withdraw his own Application (because Diamond McCarthy
filed it and is only willing to amend it consistent with Diamond
McCarthy's desires)," John P. Reitman, Esq., at Landau Gottfried &
Berger LLP, the proposed general counsel for the Chapter 11
trustee, said in court papers.
The Chapter 11 Trustee's objection states that:
-- The Application Diamond McCarthy filed states that the firm
was employed for a "limited purpose and time period". On
Aug. 28, 2013, Diamond McCarthy filed a complaint
commencing the adversary proceeding entitled Howard B.
Grobstein, Chapter 11 Trustree v. Dan J. Harkey, et al.
The Trustee agreed to employ Diamond McCarthy as special
litigation counsel to prosecute that adversary proceeding,
not just a portion of it. Diamond McCarthy did not
inform the Trustee that its intention was to be employed
for a limited purpose or time;
-- While the Trustee executed the application on Sept. 18,
2013, he directed Diamond McCarthy to amend and correct
the application on Sept. 19. Despite that the
application is the Trustee's application and that the
Trustee does not believe it to be accurate, Diamond
McCarthy refused to withdraw or amend the application.
Diamond McCarthy refused to follow its client's direction.
The Trustee's direction to withdraw the application was
given both orally and in writing;
-- The inaccurate statement addressing Diamond McCarthy's
alleged "limited scope" of employment pursuant to Paragraph
"8" was supported by a Declaration of Kathy Bazoian Phelps,
a partner of Diamond McCarthy where she asserted that "The
Trustee and Diamond McCarthy have agreed that the
employment of Diamond McCarthy shall be for the period of
time from Aug. 20, 2013, to Sept. 25, 2013." That
statement, though attested by Ms. Phelps under penalty of
perjury to support the statement in Paragraph "8" of the
application, is not true. Ms. Phelps later claimed that
Paragraph "8" of her declaration had been drafted and
included by her in her own declaration as a result of a
"typographical error";
-- After the Trustee expressed concern about the inaccurate
statement in Paragraph "8" of Ms. Phelp's declaration,
Diamond McCarthy filed a "Notice of Errata" withdrawing the
inaccuracy but not withdrawing the inaccurate description
in Paragraph "8" of the application. The Notice of Errata,
signed by Diamond McCarthy and not filed with the Trustee's
express or implied authority, purports to amend an
application signed by the Trustee;
-- As part of Diamond McCarthy's attempt to withdraw quickly
from the adversary proceeding, Diamond McCarthy, and Ms.
Phelps in particular, threatened the Trustee with
reputational harm if he and his proposed General Counsel
did not act consistent with Diamond McCarthy's desires.
Those threats were both oral and in writing. The Trustee
will not alter his actions in this case, or in any other
case, based on threats by anyone, let alone his own
counsel; and
-- Diamond McCarthy threatened the Trustee's proposed general
counsel with reputational harm as well. The Trustee's
general counsel has attempted to protect the Trustee, and
the bankruptcy estate, from Diamond McCarthy's actions.
About Point Center
Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 13-11495) in
Santa Ana, California, on Feb. 19, 2013. The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.
The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.
From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing. There were a total of only four foreclosed properties
("REOs") as of 2006. In comparison, between 2007 and 2012, there
were 60 foreclosure sales.
The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.
The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.
The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP as counsel.
Howard B. Grobstein has been appointed as Chapter 11 trustee of
the Debtor's estate. John P. Reitman, Esq., and Roy Zur, Esq., at
Landau Gottfried & Berger LLP, serve as general counsel for the
Chapter 11 trustee.
PROLOGIS LP: Fitch Retains BB+ Rating on $100MM Preferred Stock
---------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB' to the $500 million
aggregate principal amount of guaranteed notes issued by Prologis,
L.P., the operating partnership of Prologis, Inc. (NYSE: PLD;
collectively including rated subsidiaries; Prologis or the
company). The 2021 notes have an annual coupon rate of 3.35% and
were priced at 99.984% of the principal amount to yield 3.353% to
maturity or 145 basis points (bps) over the benchmark rate. The
notes are senior unsecured obligations of Prologis, L.P. that are
fully and unconditionally guaranteed by Prologis, Inc.
In the short term, Prologis intends to use the net proceeds from
the sale of the notes to repay borrowings under its global line
and to fund the cash purchase of certain of its senior notes that
are tendered pursuant to its offers to purchase such notes, which
commenced on Oct. 24, 2013.
Fitch currently rates Prologis as follows:
Prologis, Inc.
-- Issuer Default Rating (IDR) 'BBB';
-- $100 million preferred stock 'BB+'.
Prologis, L.P.
-- IDR 'BBB';
-- $2 billion global senior credit facility 'BBB';
-- $5.8 billion senior unsecured notes 'BBB';
-- $460 million senior unsecured exchangeable notes 'BBB';
-- $659 million multi-currency senior unsecured term loan 'BBB'.
Prologis Tokyo Finance Investment Limited Partnership
-- JPY45 billion senior unsecured revolving credit facility
'BBB';
-- JPY10 billion senior unsecured term loan 'BBB'.
The Rating Outlook is Stable.
Key Rating Drivers
The 'BBB' rating takes into account the company's global
industrial real estate platform including the investment
management franchise, a high-quality portfolio, management's focus
on strategic priorities, strong access to capital as evidenced by
recent activity (the 2021 notes as well as bond offerings in
August 2013, unconsolidated investment financings, a $1.4 billion
follow-on common stock offering, the recasting of the global line
of credit, and the establishment of an at-the-market or 'ATM'
equity offering program).
Largely tempering the ratings and Outlook is pro rata leverage
that is high for the 'BBB' rating though expected to decline
principally via EBITDA growth due to recovering fundamentals. The
company has adequate liquidity, and endeavors to match-fund
acquisitions and development with proceeds from dispositions and
fund contributions. Contingent liquidity is supported by strong
unencumbered asset coverage of unsecured debt.
Global Platform
Prologis had $46.9 billion of assets under management as of Sept.
30, 2013. The company's large platform limits the risk of over-
exposure to any one region's fundamentals. PLD derived 83.5% of
its 3Q'13 net operating income (NOI) from Prologis-defined global
markets (56.8% in the Americas, 20.2% in Europe, and 6.5% in in
Asia), and the remaining 16.5% of 3Q'13 NOI was derived from
regional and other markets. The private capital platform provides
an additional layer of fee income and recurring cash distributions
to cover PLD's fixed charges, bolstered materially by the joint
venture with Norges Bank Investment Management (Prologis European
Logistics Partners Sarl or PELP) and initial public offering of
Nippon Prologis REIT, Inc., a Japanese REIT (J-REIT), in 2013.
High-Quality Portfolio
Prologis has a high-quality portfolio as evidenced by the focus on
properties with proximity to ports or intermodal yards, cross-
docking capabilities and structural items such as tall clearance
heights.
The portfolio has limited tenant concentration which is a credit
strength, with only the top three tenants comprising more than 1%
of annual base rent (ABR). PLD's top tenants at Sept. 30, 2013
were DHL (1.9% of ABR), CEVA Logistics (1.3% of ABR), and Kuehne &
Nagel (1.3% of ABR).
Strong Access To Capital
The company's access to capital is strong as evidenced by the
diversified capital structure which includes secured and unsecured
debt from public and private sources, as well as preferred, common
and private equity capital.
During the third quarter, Prologis raised $671.6 million of third-
party equity for its open-ended funds, including: $398.4 million
for Prologis European Properties Fund II (PEPF II); $180 million
for Prologis Targeted U.S. Logistics Fund (USLF); and $93.2
million for PELP. Additionally, PEPF II issued a 2.75% coupon
EUR300 million unsecured bond in the Euro bond market subsequent
to the quarter's end.
In addition to recent U.S. dollar denominated bond offerings,
Prologis upsized its global credit facility in July 2013 to $2
billion from $1.65 billion and improved pricing to LIBOR plus 130
bps, a reduction of 40 bps from the prior global credit facility.
The company also recast its Japan revolver, upsizing this facility
to JPY45 billion from JPY36.5 billion.
In April 2013, Prologis completed a public offering of 35.7
million shares of common stock at a price of $41.60 per share,
generating approximately $1.4 billion in net proceeds, which were
used predominantly for new and current investments. The J-REIT
also completed a follow-on offering subsequent to its IPO. PLD did
not directly benefit from the newly raised proceeds; however, the
offering will allow the J-REIT to fund additional asset purchases
from PLD, which should benefit PLD's corporate liquidity. The
company also recently established an ATM program through which it
may issue up to $750 million of common stock.
High Leverage For 'BBB' Expected To Decline
Fitch views pro rata leverage as more meaningful than consolidated
leverage given PLD's willingness to buy back and/or recapitalize
unconsolidated assets (e.g. interests in Prologis European
Properties in 2011, as well as interests in Prologis Institutional
Alliance Fund II and Prologis North American Industrial Fund III
in 2013) and its agnostic view towards property management for
consolidated and unconsolidated assets.
Third-quarter 2013 pro rata leverage was 7.9x compared with 7.7x
in 2Q'13 and 8.1x in 1Q'13. The increase in 3Q stemmed from debt-
financed development activity. Fitch's base case assumes between
1.5% and 2.5% same-store NOI growth over the next several years
along with incremental NOI from development starts and
acquisitions net of dispositions and contributions. Under this
base case, pro rata leverage would remain in the mid-to-low 7x
range. This is high for a 'BBB' rating generally but appropriate
given PLD's portfolio size and access to capital. Leverage
reduction may be choppy sequentially as the timing of dispositions
and fund contributions may not match acquisitions and development
starts in a linear manner.
In a stress case not anticipated by Fitch in which same-store NOI
declines by levels experienced in 2009-2010, leverage would exceed
8x, which would be weak for a 'BBB' rating.
On a consolidated basis, 3Q'13 leverage was 7.9x including
recurring cash distributions from unconsolidated entities (9.3x
excluding recurring cash distributions from unconsolidated
entities) compared with 8.2x (9.3x excluding recurring cash
distributions from unconsolidated entities) in FY2012.
Improving Fundamentals
During 3Q'13, cash same-store NOI (SSNOI) increased by 1.8% and
GAAP and cash rental rates on leases signed in the quarter
increased 6.1% and 0.4%, respectively, from in-place rents. GAAP
rental rates on rollover were positive for the past three quarters
following 17 quarters of declines. Operating portfolio occupancy
was 93.9% as of Sept. 30, 2013, up from 93.7% as of June 30, 2013
and slightly down from 94.0% as of Dec. 31, 2012.
Third-quarter 2013 pro rata fixed-charge coverage pro forma for
the guaranteed notes issuances and tender offers is solid for the
'BBB' rating at 2.4x compared with 2.0x in 2Q'13 and 1.8x in
1Q'13. Fitch defines pro rata fixed-charge coverage as pro rata
recurring operating EBITDA (excluding gains and losses on asset
sales) less pro rata recurring capital expenditures less straight-
line rent adjustments divided by total interest incurred and
preferred stock dividends. Fitch's base case anticipates that
coverage will approach 2.5x over the next 12-to-24 months due to
expected low single-digit SSNOI growth, which is strong for the
'BBB' rating.
On a consolidated basis, 3Q'13 pro forma fixed-charge coverage was
1.9x including recurring cash distributions from unconsolidated
entities (1.5x excluding recurring cash distributions from
unconsolidated entities) compared with 1.8x (1.5x excluding
recurring cash distributions from unconsolidated entities) in
2012.
Increasing Build-To-Suit Development
Prologis' development activities entail lease-up risk; however,
build-to-suit projects represented approximately 64.7% of PLD's
share of 3Q'13 development starts (48.3% year-to-date through
Sept. 30, 2013) up from 57% of the development pipeline in FY2012.
The pipeline's size is increasing and large on an absolute basis
but manageable on a relative basis as cost to complete development
represented 3.4% of gross assets as of Sept. 30, 2013.
The pipeline should remain active in the coming years due to
industrial real estate supply-demand dynamics. Demand for
industrial REIT space is skewed toward larger and newer facilities
from tenants such as e-commerce companies, traditional retailers,
and third-party logistics providers. Conversely, new supply should
remain in check as construction underway represents 0.4% of total
stock compared with 1.5% during the previous upcycle, according to
Property and Portfolio Research, Inc.
Sizeable Development Funding
Fitch's base case assumes $1.85 billion of development starts for
full-year 2013, of which PLD's share would be approximately 75%,
followed by approximately $1 billion of annual starts in both 2014
and 2015, with assumed development yields in the 7.5% range. In
the unlikely event that the company funds this activity
principally with its global senior credit facility and long-term
debt financings, leverage would increase. Continued equity funding
could have positive rating implications.
Adequate Liquidity
Liquidity coverage is forecasted to be 1.3x for the period Oct. 1,
2013 to Dec. 31, 2015. Assuming a 90% refinance rate on upcoming
secured debt maturities, liquidity coverage would improve to 1.7x.
Fitch defines liquidity coverage as liquidity sources divided by
uses. Liquidity sources include unrestricted cash, availability
under revolving credit facilities pro forma for the 2021 notes
issuance and tender offer, projected retained cash flows from
operating activities, and proceeds from dispositions and
contributions. Liquidity uses include pro rata debt maturities
after extension options at PLD's option, projected recurring
capital expenditures, and projected acquisitions and development
starts.
Prologis has strong contingent liquidity with unencumbered assets
(3Q'13 estimated unencumbered NOI divided by a stressed 8%
capitalization rate) to pro forma unsecured debt of 2.4x. When
applying a stressed 50% haircut to the book value of land held,
pro forma unencumbered asset coverage improves to 2.5x. In
addition, the covenants in the company's debt agreements do not
restrict financial flexibility. However, the company's AFFO payout
ratio was 97.4% in 3Q'13, indicating limited liquidity generated
from operating cash flow.
Preferred Stock Notching
The two-notch differential between PLD's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available on Fitch's web site at
'www.fitchratings.com', these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.
Rating Sensitivities
The following factors may result in positive momentum in the
rating and/or Outlook:
-- Liquidity coverage including development sustaining above
1.25x (liquidity coverage is 1.3x for the period Oct. 1, 2013
to Dec. 31, 2015 but 1.7x assuming a 90% refinance rate on
upcoming secured debt maturities);
-- Fitch's expectation of leverage sustaining below 6.5x (pro
rata leverage was 7.9x at 3Q'13; consolidated leverage
including recurring cash distributions from unconsolidated
entities was 7.9x);
-- Fitch's expectation of fixed-charge coverage sustaining above
2.0x (pro rata coverage was 2.4x in 3Q'13 pro forma for the
2021 notes issuance and tender offer; consolidated coverage
including recurring cash distributions from unconsolidated
entities was 1.9x).
The following factors may result in negative momentum in the
rating and/or Outlook:
-- Liquidity coverage including development sustaining below
1.0x;
-- Fitch's expectation of leverage sustaining above 8.0x;
-- Fitch's expectation of fixed charge coverage ratio sustaining
below 1.5x.
PURE BIOSCIENCE: Mayer Hoffman McCann Raises Going Concern Doubt
----------------------------------------------------------------
Pure Bioscience, Inc., filed with the U.S. Securities and Exchange
Commission on Oct. 24, 2013, its annual report on Form 10-K for
the year ended July 31, 2013.
In the report, Mayer Hoffman McCann P.C. expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has experienced recurring losses, is
dependent on future financing to fund its planned expenditures and
had an accumulated deficit of approximately $70,171,000 at July
31, 2013.
The Company reported a net loss of $7,671,000 on $820,000 of net
product sales in 2013, compared with a net loss of $8,890,000 in
2012.
A copy of the Form 10-K is available at:
http://is.gd/MeXWgX
About Pure Bioscience
El Cajon, Calif.-based Pure Bioscience, Inc., manufactures and
sells silver dihydrogen SDC-based disinfecting and sanitizing
products, which are registered by the Environmental Protection
Agency, or EPA, to distributors and end users. The Company also
manufactures and sells various SDC-based formulations to
manufacturers for use as a raw material in the production of
personal care and other products. Silver dihydrogen citrate, or
SDC, is a broad-spectrum, non-toxic antimicrobial.
QUANTUM CORP: Incurs $7.9 Million Net Loss in Second Quarter
------------------------------------------------------------
Quantum Corp. reported a net loss of $7.96 million on $131.43
million of total revenue for the three months ended Sept. 30,
2013, as compared with a net loss of $12.29 million on $147.31
million of total revenue for the same period during the prior
year.
For the six months ended Sept. 30, 2013, the Company reported a
net loss of $4.56 million on $279.39 million of total revenue as
compared with a net loss of $28.95 million on $288.16 million of
total revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2013, showed $347.79
million in total assets, $428.58 million in total liabilities and
a $80.79 million stockholders' deficit.
"Record quarterly revenue from big data management and archive
sales -- including several key LattusTM storage object deals --
helped support a year-over-year improvement in gross margin,
operating income and net income," said Jon Gacek, president and
CEO of Quantum. "Our better-than-expected operating results also
reflected the strength of our business model and focus on driving
profit and cash flow. However, the concerns we expressed as we
entered the quarter regarding U.S. federal government spending
were validated and were a major contributor to our total revenue
falling short of expectations.
"In the second half of the fiscal year, we intend to build on our
big data leadership in end-to-end content workflow with our newly
announced StorNext 5 platform and Lattus, driving deeper into
current vertical markets and expanding into others. We will also
leverage our market share leadership in tape automation and our
comprehensive data protection portfolio to support share gains in
the data center, including deploying Lattus to address converged
backup and archive needs. Finally, we are looking to extend our
market reach through both existing and new channel and strategic
partnerships. Throughout these efforts, we will continue to
maintain our balanced approach to driving increased profit and
cash flow while pursuing revenue growth."
A copy of the press release is available for free at:
http://is.gd/CpJ8Xw
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive. Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.
For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million on $587.57 million of total revenue, as
compared with a net loss of $8.81 million on $652.37 million of
total revenue for the same period a year ago.
QUANTUM FUEL: Seamans Capital Held 5.9% Equity Stake at Oct. 10
---------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Seamans Capital Management, LLC, disclosed that as of
Oct. 10, 2013, it beneficially owned 944,000 shares of common
stock of Quantum Fuel Systems Technologies, Inc., representing 5.9
percent of the shares outstanding. A copy of the regulatory
filing is available for free at http://is.gd/TTlmPa
About Quantum Fuel
Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles. Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.
Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011. The Company's balance
sheet at March 31, 2013, showed $58.40 million in total assets,
$49.77 million in total liabilities and $8.62 million in total
stockholders' equity.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012. The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months. These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.
RITE AID: CEO and President Ink Stock Trading Plans
---------------------------------------------------
John T. Standley, chairman and chief executive officer of Rite Aid
Corporation, entered into a pre-arranged stock trading plan to
exercise his options to purchase a limited number of shares of the
Company's common stock, par value $1.00 per share, and to sell the
shares acquired on exercise for personal financial management
purposes.
On Oct. 22, 2013, Kenneth Martindale, president and chief
operating officer of the Company, entered into a pre-arranged
stock trading plan to exercise his options to purchase a limited
number of shares of Common Stock and to sell the shares acquired
on exercise for personal financial management purposes.
The Standley 10b5-1 Plan allows for the exercise of options to
purchase a maximum of 1.8 million shares of Common Stock if the
Common Stock reaches specified market prices during the period
Dec. 23, 2013, and continuing until the options to purchase all
1.8 million shares have been exercised and the acquired shares
sold, or Sept. 19, 2014, whichever occurs first. The shares
acquired upon exercise will be sold contemporaneously with the
exercise.
The Martindale 10b5-1 Plan allows for the exercise of options to
purchase a maximum of 1.0 million shares of Common Stock if the
Common Stock reaches specified market prices during the period
commencing Dec. 23, 2013, and continuing until the options to
purchase all 1.0 million shares have been exercised and the
acquired shares sold, or Sept. 19, 2014, whichever occurs first.
The shares acquired upon exercise will be sold contemporaneously
with the exercise.
The Plans were designed to comply with the guidelines specified in
Rule 10b5-1 promulgated under the Securities Exchange Act of 1934,
as amended, which permit persons to enter into a pre-arranged plan
for buying or selling Company stock at a time when such person is
not in possession of material, nonpublic information about the
Company. Messrs. Standley and Martindale will continue to be
subject to the Company's stock ownership guidelines, and the sales
contemplated by the Plans will not reduce Mr. Standley's or Mr.
Martindale's ownership of Common Stock below the levels required
by the guidelines.
About Rite Aid Corp.
Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.
Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012. The Company's balance sheet at Aug. 31,
2013, showed $7.16 billion in total assets, $9.48 billion in total
liabilities and a $2.31 billion total stockholders' deficit.
* * *
As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3. This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.
Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.
SALLY HOLDINGS: Offering $200 Million 5.50% Senior Notes
--------------------------------------------------------
Sally Holdings LLC and Sally Capital Inc. filed a free writing
prospectus with the U.S. Securities and Exchange Commission
relating to the offering of $200,000,000 principal amount of 5.50
Percent Senior Notes due 2023 at 100 percent issue price, plus
accrued interest, if any, from Oct. 29, 2013. Interest payments
are due every May 1 and November 1, with the first interest
payable on May 1, 2014.
Joint Book-Running Managers: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
RBC Capital Markets, LLC
A copy of the FWP is available for free at http://is.gd/clq9WK
About Sally Holdings
Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries. Annual revenues are around $2.6 billion.
The Company's balance sheet at Sept. 30, 2011, showed
$1.72 billion in total assets, $2.01 billion in total liabilities,
and a $281.69 million total members' deficit.
Bankruptcy Warning
Sally Holdings' ability to comply with the covenants and
restrictions contained in the senior credit facilities and the
indentures for the Notes may be affected by economic, financial
and industry conditions beyond the Company's control. The breach
of any of these covenants and restrictions could result in a
default under either the senior credit facilities or the
indentures that would permit the applicable lenders or note
holders, as the case may be, to declare all amounts outstanding
thereunder to be due and payable, together with accrued and unpaid
interest. If the Company is unable to repay debt, lenders having
secured obligations, such as the lenders under the senior credit
facilities, could proceed against the collateral securing the
debt. In any such case, the Company may be unable to borrow under
the senior credit facilities and may not be able to repay the
amounts due under the Term Loans and the Notes. This could have
serious consequences to the Company's financial condition and
results of operations and could cause the Company to become
bankrupt or insolvent.
* * *
As reported by the TCR on Nov. 7, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sally Holdings LLC
to 'BB+' from 'BB'. The rating outlook is positive.
"Standard & Poor's Rating Services' rating reflects our view that
Sally Holdings, which is an indirect wholly owned subsidiary of
Sally Beauty Holdings Inc., will continue its positive momentum
with organic sales growth of 5% to 7%, positive comparable-store
sales, modest gross margin improvement, and continued debt
reduction, resulting in improving credit protection measures over
the next 12 months," said Standard & Poor's credit analyst Jayne
Ross.
As reported by the TCR on Sept. 19, 2013, Moody's Investors
Service upgraded all ratings of Sally Holdings LLC, including the
Corporate Family Rating to Ba2 from Ba3.
"The upgrade reflects Sally's continued steady operating
performance, cash flow and credit metrics," said Moody's analyst,
Mike Zuccaro. For the past year, Sally's lease-adjusted
debt/EBITDA has remained stable, in the very low 4.0 times range.
"We continue to expect Sally to invest in growth through new store
openings and acquisitions, and that the company will use excess
cash for shareholder returns while maintaining its existing credit
profile."
SAN BERNARDINO, CA: Agencies Say Suit Is Unconstitutional
---------------------------------------------------------
Law360 reported that the California State Controller's Office and
Department of Finance on Oct. 24 asked a California federal judge
to reverse a bankruptcy court's finding that the Tenth and
Eleventh amendments do not bar a suit against the agencies brought
by the bankrupt city of San Bernardino.
According to the report, the brief comes just days after
California's state pension system challenged a bankruptcy judge's
decision last month to allow the city of San Bernardino to move
forward with its bankruptcy proceedings, saying the judge
improperly glossed over key requirements for granting Chapter 9
eligibility.
About San Bernardino, Calif.
San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012. San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.
The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.
The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.
San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.
The City was granted Chapter 9 protection on Aug. 28, 2013.
SAND TECHNOLOGY: To Hold Special Meeting on November 13
-------------------------------------------------------
A special meeting of the holders of the class A common shares of
Sand Technology Inc. will be held at the offices of Fasken
Martineau DuMoulin LLP, 800 Square Victoria, Suite 3700, Montreal,
Quebec, H4Z 1E9, on Nov. 13, 2013, at 10:00 a.m. (Montreal Time)
for the following purposes:
1. To consider, pursuant to an interim order of the Superior
Court of Quebec dated Oct. 16, 2013, and if deemed
advisable, to pass, with or without variation, a special
resolution approving a proposed arrangement under Section
192 of the Canada Business Corporations Act involving the
Corporation whereby, among other things, all of the issued
and outstanding Common Shares will be acquired by N. Harris
Computer Corporation; and
2. To transact such other business as may properly come before
the Meeting or any adjournment or postponement thereof.
The board of directors of the Corporation unanimously recommends
that Shareholders vote FOR the Arrangement Resolution. The record
date for entitlement to receive notice and vote at the Meeting is
Oct. 16, 2013. At the Meeting, each holder of Common Shares as of
the Record Date will have one vote for each Common Share held.
A full-text copy of the Notice is available for free at:
http://is.gd/esM5wT
About SAND Technology
Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.
SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors. SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.
As of April 30, 2013, the Company had C$2.86 million in total
assets, C$3.64 billion in total liabilities and a C$787,933
shareholders' deficiency.
"With the exception of the year ended July 31, 2012, the Company
has incurred operating losses in the past years and has
accumulated a deficit of $42,992,975 as at April 30, 2013. The
Company has also generated negative cash flows from operations.
Historically, the Company financed its operating and capital
requirements mainly through issuances of debt and equity. The
Company's continuation as a going concern is dependent upon,
amongst other things, attaining a satisfactory revenue level, the
support of its customers, a return to profitable operations and
the generation of cash from operations, the ability to secure new
financing arrangements and new capital. These matters are
dependent on a number of items outside of the Company's control.
These material uncertainties cast substantial doubt regarding the
Company's ability to continue as a going concern," according to
the Company's quarterly report for the period ended April 30,
2013.
SECURITY NATIONAL: May Use Lenders' Cash Until Nov. 15
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in an
interim order dated Sept. 24, 2013, authorized Security National
Properties Funding III, LLC, et al., to use cash collateral of the
prepetition agents for the period from the Petition Date through
and including the earlier of (i) Nov. 15, 2013, and (ii) the
effective date of the bankruptcy-exit plan filed in the case.
The parties with an alleged interest in Cash Collateral are Bank
of America, N.A., in its capacity as Administrative Agent for
itself and other lenders under the Prepetition Credit Agreement
and Banc of America Securities LLC, as Sole Lead Arranger and Sole
Book Manager.
The final hearing is scheduled for Nov. 14, 2013, at 11:00 a.m.
About Security National
Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties. Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011. Judge Kevin Gross presides over the case.
Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser,
Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at
Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve
as the Debtors' counsel. GCG Inc. serves as the Debtors' claims
and notice agent. The Debtors' scheduled assets total $24,758,433
while scheduled liabilities total $354,657,501.
The U.S. Trustee for Region 3 was unable to form an official
committee of unsecured creditors.
SECURITY NATIONAL: Lease Decision Period Extended Until Dec. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on Oct. 1,
2013, entered an order approving additional written consents
between Security National Properties Funding III, LLC, et al., and
various parties extending the Debtors' deadline by which to assume
or reject nonresidential property leases under Section 365(d)(4)
of the Bankruptcy Code.
The Additional Written Consents are:
1. Stipulation entered into by and among The West Michigan
District of Wesleyan Church, Inc., as landlord, and debtor
Sequoia Investments V, LLC, as tenant, extending the time
for rejection or assumption of the Lease between the parties
with respect to the certain real property located at the
Orchards Mall, 1860 Pipestone Road, Benton Harbor, Michigan,
until Dec. 31, 2013.
2. Stipulation entered into by and among Chin Chung and Jinni
Chung, as landlord, and debtor Security National Properties
Funding, LLC, as tenant, extending the time for rejection or
assumption of the Lease between the parties with respect to
certain real property located at 222 South 9th Street,
Lincoln, Nebraska, until Dec. 31, 2013.
Copies of the Additional Written Consents are available at:
http://bankrupt.com/misc/securitynational.doc700-1.pdf
About Security National
Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties. Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011. Judge Kevin Gross presides over the case.
Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser,
Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at
Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve
as the Debtors' counsel. GCG Inc. serves as the Debtors' claims
and notice agent. The Debtors' scheduled assets total $24,758,433
while scheduled liabilities total $354,657,501.
The U.S. Trustee for Region 3 was unable to form an official
committee of unsecured creditors.
SECURITY NATIONAL: Has 8th Interim Approval for $3MM DIP Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on Sept.
24, 2013, entered an eight interim order authorizing Security
National Properties Funding III, LLC, et al., to obtain additional
post-petition unsecured financing of up to an aggregate principal
amount of $3,000,000 from Security National Properties Holding
Company, LLC, as affiliate of the Debtors, pursuant to the terms
of the Amended Unsecured Note, the Expanded DIP Facility and the
Eighth Interim Order, to satisfy post-petition working capital,
operating and Chapter 11 Case expenses.
The Lender is granted and allowed an administrative expense claim
pursuant to Sections 364(b) and 503(b)(1) of the Bankruptcy Code
against the estate of debtor Security National Properties Funding
III, LLC.
The final hearing on the financing is set for Nov. 14, 2013, at
11:00 a.m.
Objections to the final approval of the DIP motion must be in
writing and filed with the Clerk of the Bankruptcy Court, on or
before Oct. 31, 2013, at 4:00 p.m.
A copy of the Eighth Interim Order is available at:
http://bankrupt.com/misc/securitynational.doc693.pdf
About Security National
Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties. Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011. Judge Kevin Gross presides over the case.
Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser,
Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at
Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve
as the Debtors' counsel. GCG Inc. serves as the Debtors' claims
and notice agent. The Debtors' scheduled assets total $24,758,433
while scheduled liabilities total $354,657,501.
The U.S. Trustee for Region 3 was unable to form an official
committee of unsecured creditors.
SHELBOURNE NORTH WATER: Creditors Want Ch. 11 to Stay in Del.
-------------------------------------------------------------
Law360 reported that the petitioning creditors trying to force the
developer of the unfinished Chicago Spire project into Chapter 11
said on Oct. 25 they might try to auction the property if the
involuntary bankruptcy case is approved, and argued that the
proceedings should remain in Delaware, and not be moved to
Illinois.
According to the report, during a telephone hearing in Wilmington,
petitioning creditors' attorney Lenard M. Parkins of Haynes and
Boone LLP told U.S. Bankruptcy Judge Kevin J. Carey that his
client wants to determine the value of the property.
A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Case Number 13-12652, Bankr. D.Del.). The case
is assigned to Judge Kevin J. Carey.
The Petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.
SOUNDVIEW ELITE: Hires CohnReznick LLP as Financial Advisor
-----------------------------------------------------------
Soundview Elite, Ltd. and its debtor-affiliates seek permission
from the Hon. Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York to employ CohnReznick LLP as
financial advisor, nunc pro tunc to Sept. 24, 2013.
The Debtors require CohnReznick LLP to:
(a) review and analyze the Debtors' assets and the financial
strategies of the Debtors;
(b) review and analyze the financial projections prepared by
the Debtors;
(c) determine a range of values for the Debtors and any
securities that the Debtors offer or propose to offer;
(d) assist or participate in negotiations with the parties in
interest, including, without limitation, any current or
prospective creditors of, holders of equity in, or
claimants against the Debtors and their respective
representatives;
(e) advise the Debtors with respect to, and attend, meetings of
the Debtors' Board of Directors, creditor groups, official
constituencies and other interested parties, as necessary;
(f) as requested by the Debtors, participate in hearings before
this Court and provide relevant testimony with respect to
the matters described in the Application and issues arising
in connection with any proposed Plan; and
(g) render such other financial advisory, tax and valuation
services customary for similar engagements as agreed upon
by Porzio, Bromberg & Newman, P.C. and the Debtors.
The customary hourly billing rates for professionals and
paraprofessionals of CohnReznick LLP are:
Partner/Senior Partner $585-$800
Manager/Senior Manager/Director $435-$620
Other Professional Staff $275-$410
Paraprofessional $185
CohnReznick LLP will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Bernard A. Katz, partner of CohnReznick LLP, 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 will hold a hearing on the engagement on Nov. 6, 2013,
at 9:45 a.m. Objections, if any, are due Oct. 30, 2013, at 4:00
p.m.
CohnReznick LLP can be reached at:
Bernard A. Katz
COHNREZNICK LLP,
1212 Avenue of the Americas
New York, NY 10036
Tel: (212) 297-0400
Soundview Elite Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-13098) on Sept. 24, 2013. The petition was signed by
Floyd Saunders as corporate secretary. The Debtor estimated
assets and debts of at least $10 million. Porzio, Bromberg &
Newman, PC, serves as the Debtor's counsel. Judge Robert E.
Gerber presides over the case.
SOUTH FLORIDA SOD: Wins Access of Cash Collateral Until Nov. 12
---------------------------------------------------------------
The U.S. Bankruptcy Court on Oct. 17, 2013, granted South Florida
Sod Inc.'s emergency motion to use cash collateral on a
preliminary basis through Nov. 12, 2013, at 1:30 p.m.
The Court will hold another hearing on Nov. 12 at 1:30 p.m. on the
Debtor's continued use of cash collateral.
As reported in the TCR on Sept. 27, 2013, the Bankruptcy Court, in
a third preliminary order, authorized South Florida Sod's use cash
collateral.
As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
lien, and maintain insurance coverage for its property.
As reported in the TCR on Sept. 10, 2013, in a second preliminary
order, the Bankruptcy Court authorized the Debtor to use cash
collateral to pay:
(a) operating expenses of the Debtor and payments to the
US Trustee for quarterly fees in an amount not to exceed
$45,000 of cash collateral; and
(b) such additional amounts as may be expressly approved in
writing by secured creditor Orange Hammock Ranch, LLC.
Each creditor with a security interest in cash collateral will
have a perfected post-petition lien against cash collateral to the
same extent and with the same validity and priority as the
prepetition lien, without the need to file or execute any document
as may otherwise be required under applicable non-bankruptcy law.
About South Florida Sod
South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana. The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.
The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.
The Debtor estimated at least $10 million in assets and
liabilities. The company owns 13 properties in Florida and three
other states. The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more. Secured debt totals $23.5 million, not
including a $1.6 million judgment.
Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel. Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A. Jonathan
Stidham, Esq., at Stidham & Stidham, P.A., serves as special
counsel to the Debtor.
South Florida Sod also tapped Daniel Dempsey as its financial
advisor. Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.
Orange Hammock Ranch, LLC, principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.
An Oct. 19 auction has been scheduled for the sale of South
Florida Sod's assets. Barfield Auctions Inc. will be overseeing
the auction.
SPANSION INC: District Court Dumps Rubino Appeal
------------------------------------------------
Delaware District Judge Richard G. Andrews declined to reinstate
Joseph Rubino's claims against Spansion Inc., dismissing his
appeal from a bankruptcy court order tossing his bid for payment
of those claims. Mr. Rubino, who has been granted leave to
proceed in forma pauperis, sued in U.S. District Court for the
Northern District of California in 2008 raising employment
discrimination claims against ACME Building Maintenance, the GCA
Service Group of Texas L.P. Inc., Spansion Inc., the California
Department of Industrial Relations, and the California Department
of Fair Employment and Housing. He worked on Spansion Inc.
property, but was employed by ACME, which provided services to
Spansion Inc. Mr. Rubino's employment discrimination case was
stayed when Spansion filed for bankruptcy.
The appellate case is, JOSEPH RUBINO, Chapter 11 Appellant, v.
SPANSION INC., et al., Appellees, Civ. No. 13-338-RGA (D. Del.).
A copy of the Court's Oct. 22, 2013 Memorandum Opinion is
available at http://is.gd/z9l5zffrom Leagle.com.
Michael R. Lastowski, Esq. and Jarret P. Hitchings, Esq., at Duane
Morris LLP, Wilmington, Delaware; and Kimberly A. Posin, Esq. and
Amy C. Quartarolo, Esq., at Latham & Watkins LLP, Los Angeles,
California, represent Spansion et al.
About Spansion
Spansion Inc. -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 bankruptcy on March 1, 2009 (Bankr. D.
Del. Lead Case No. 09-10690). On Feb. 9, 2009, Spansion's
Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into
a proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, served as bankruptcy counsel. Michael R.
Lastowski, Esq., at Duane Morris LLP, served as the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee appointed an official committee of
unsecured creditors in the case. As of Sept. 30, 2008, Spansion
disclosed total assets of US$3,840,000,000, and total debts of
US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. Spansion
Japan had US$10 million to US$50 million in assets and US$50
million to US$100 million in debts.
Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009. Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.
Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt. Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.
SPEEDEMISSIONS INC: TCA Agrees to Hike Revolving Loan to $1.3MM
---------------------------------------------------------------
Speedemissions, Inc., previously entered into a revolving line of
credit agreement with TCA Global Credit Master Fund, LP, dated as
of June 8, 2012, pursuant to which TCA agreed to loan the Company
up to a maximum of $2 million for working capital purposes. On
June 8, 2012, the Company obtained a loan in the amount of
$350,000 to use for working capital purposes as evidenced by a
revolving note.
Effective Oct. 9, 2012, the Company entered into the First
Amendment to Credit Agreement with TCA, pursuant to which the
Company received an additional loan in the amount of $550,000 to
use for the purchase of five emissions testing stores. The
$550,000 borrowed pursuant to the Amended Credit Agreement was
evidenced by a separate revolving note in the principal amount of
$550,000.
On Oct. 23, 2013, the Company entered into the Second Amendment to
Credit Agreement with TCA, pursuant to which TCA agreed to
increase the revolving loan to $1.3 million and, in connection
therewith, the Company received an additional loan in the amount
of $400,000. The aggregate amount borrowed by the Company
pursuant to the Second Amended Credit Agreement is evidenced by a
revolving note in the principal amount of $1.3 million, which
amended, restated and replaced the Revolving Note and the Second
Revolving Note.
Upon the closing of the additional loan pursuant to the Second
Amended Credit Agreement, the Company paid TCA an advisory fee of
$100,000 which was paid through the issuance of 2,074,689 shares
of our common stock. In the event TCA does not receive at least
$100,000 in net proceeds from the sale of those advisory shares,
we are obligated to issue TCA additional shares of our common
stock in an amount sufficient, that when sold, provides net
proceeds to TCA equal to the $100,000 advisory fee. The Company
is using the net proceeds for an acquisition and general
administrative expenses.
On Oct. 23, 2013, the Company issued TCA 2,074,689 shares of its
common stock valued at $100,000 under the terms of the Second
Amended Credit Agreement. The shares were issued in a private
transaction exempt from registration under the Securities Act of
1933 in reliance on an exemption from registration provided by
Section 4(2) of the Securities Act.
About Speedemissions
Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.
The Company reported a net loss of $281,723 for the nine months
ended Sept. 30, 2012. The Company reported a net loss of
$1.6 million in 2011, compared with a net loss of $2.2 million in
2010.
As of June 30, 2013, the Company had $2.50 million in total
assets, $2.08 million in total liabilities, $4.57 million in
series A convertible, redeemable preferred stock, and a $4.15
million total shareholders' deficit.
After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Georgia, expressed substantial doubt about
Speedemissions' ability to continue as a going concern. The
independent auditors noted that the Company has suffered recurring
losses from operations and has a capital deficiency.
STEREOTAXIS INC: To Report at Least $10MM Revenue in 3rd Qtr.
-------------------------------------------------------------
Stereotaxis, Inc., released preliminary financial results for the
2013 third quarter in anticipation of its previously announced
rights offering of common stock, which is expected to commence in
the near future.
Third Quarter 2013 Preliminary Financial Results:
* Total revenue of approximately $10.6 million to $11.1
million, with system revenue between $4.4 million and $4.6
million and recurring revenue of approximately $6.2 million
to $6.5 million
* One new Niobe(R) system order added to backlog with an
estimated ending capital backlog of $5.2 million to $5.6
million
* Utilization decline of about 11 percent from the prior year
third quarter and 12 percent from the 2013 second quarter
* Operating expenses of between $8.2 million and $8.6 million
* Non-cash mark-to-market expense primarily related to recent
capital transactions with convertible note holders and other
equity investors of approximately $50 million
* Cash and cash equivalents of approximately $8.4 million at
Sept. 30, 2013, and an estimated quarterly cash burn of $1.0
million to $2.0 million
William Mills, Stereotaxis Board Chairman and interim chief
executive officer, commented, "On a sequential basis, we achieved
system revenue improvement in the third quarter, delivering three
capital orders to revenue. We also significantly improved our
balance sheet through transactions announced in August, which
added approximately $11.7 million in new capital and extinguished
our convertible notes. In addition, we eliminated the $3 million
of available advances guaranteed by Alafi Capital Company and an
affiliate of Sanderling Venture Partners, paid down the remainder
of our Silicon Valley Bank term note, and secured an extension of
our revolving credit facility with Silicon Valley Bank through
March 31, 2014.
"While we continued to be challenged to grow utilization, we
believe our release of the VdriveTM with V-SonoTM system in the
U.S. and full entry of the Niobe(R) platform into the Japan
market, which we announced today, provide us with potentially
significant growth opportunities."
The financial results are preliminary and subject to change
pending the Company's announcement of definitive results for the
third quarter of 2013 and the filing of its Form 10-Q for the
third quarter of 2013, which are scheduled for release in
November.
Niobe(R) System Receives Highest
Reimbursement Classification in Japan
Stereotaxis announced that the Ministry of Health, Labor and
Welfare (MHLW) in Japan has classified its Niobe(R) Magnetic
Navigation System as a C2 medical device. The C2 classification
recognizes the Niobe system as a new, distinctive technology with
clinical benefits and is the highest of five reimbursement
categories for medical devices in Japan. The MHLW also approved
reimbursement for two electrophysiology (EP) ablation catheters
compatible with Niobe magnetic navigation, effective Oct. 1, 2013.
Japan's MHLW, which controls the country's reimbursement rates,
will establish a more permanent "technical fee" for procedures
using the Niobe system during its biennial review of insurance
reimbursement pricing for C2 devices before April 1, 2014. Until
then and effective Oct. 1, 2013, MHLW authorized a temporary
"technical fee" of 343,700 yen (or approximately $3,500) per Niobe
procedure, which the Company says sufficiently covers the costs
associated with Niobe's disposable unit for catheter advancement
(QuikCAS).
This milestone represents an important step toward a more
permanent reimbursement coverage of the Niobe system in Japan, the
second largest medical device market worldwide, behind the U.S.
Stereotaxis received Shonin, or regulatory, approval of Niobe in
Japan in March and is in the process of selecting an in-country
distributor, identifying potential customers and recruiting for
part-time resources.
About Stereotaxis
Based in St. Louis, Missouri, Stereotaxis, Inc. is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures. The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.
As of June 30, 2013, the Company had $23.99 million in total
assets, $49.63 million in total liabilities and a $25.63 million
total stockholders' deficit.
STEREOTAXIS INC: Amends 6.3MM Subscription Rights Offering
----------------------------------------------------------
Stereotaxis, Inc., amended its registration statement relating to
the distribution of transferable subscription rights to purchase
up to 6,315,953 shares of common stock at $3.00 per share.
The rights offering will expire at 5:00 p.m., New York City time,
on the date that is 21 days after the commencement of the rights
offering. The Company has the option to extend the expiration of
the rights offering and the period for exercising your
subscription rights.
The Company has agreed with Broadridge Corporate Issuer Solutions,
Inc., to serve as the rights agent for the rights offering.
A copy of the Form S-1/A is available for free at:
http://is.gd/plzDUE
About Stereotaxis
Based in St. Louis, Missouri, Stereotaxis, Inc. is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures. The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.
As of June 30, 2013, the Company had $23.99 million in total
assets, $49.63 million in total liabilities and a $25.63 million
total stockholders' deficit.
SUN BANCORP: Incurs $4.9 Million Net Loss in Third Quarter
----------------------------------------------------------
Sun Bancorp, Inc., reported a net loss available to common
shareholders of $4.86 million on $26.78 million of total interest
income for the three months ended Sept. 30, 2013, as compared with
net income available to common shareholders of $1.22 million on
$28.46 million of total interest income for the same period a year
ago.
For the nine months ended Sept. 30, 2013, the Company reported a
net loss available to common shareholders of $1.73 million on
$79.58 million of total interest income as compared with a net
loss available to common shareholders of $25.53 million on $87.27
million of total interest income for the same period during the
prior year.
The Company's balance sheet at Sept. 30, 2013, showed $3.23
billion in total assets, $2.97 billion in total liabilities and
$257.14 million in total shareholders' equity.
"We believe the third quarter reflects the later stages of the
Company's transition, as we continue to improve our asset quality
profile and invest in risk management infrastructure
enhancements," said Thomas X. Geisel, the Company's president and
chief executive officer. "We have focused on balancing the
impacts of a rising rate environment and reducing risk on the
balance sheet with deposit generation, product and service
innovations and managed loan growth. As we finish out the year,
we expect to maintain this focus and continue executing on our
strategy."
A copy of the press release is available for free at:
http://is.gd/jETDtl
About Sun Bancorp
Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey. Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.
On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.
T-L BRYWOOD: Court Suspends Proceedings on Bid for Stay Relief
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana,
according to a docket entry, suspended further proceedings on the
creditors' motion for relief from the automatic stay in the
Chapter 11 case of T-L Brywood LLC.
A status conference was held on Oct. 8, 2013, concerning further
proceedings in the case in light of the court's order concerning
the Debtors' joint plan. As stated on the record, if the Debtor
appeals that order, the Court will suspend proceedings in relation
to plan submission/confirmation and stay relief. If the Debtor
does not appeal that order, the Court will enter an order which
mandates mediation between the Debtor and its principal creditor
in relation to all issues arising under the motion for stay
relief, which the Court deems to encompass and include the primary
issues which will/may arise in relation to plan confirmation.
In this relation, the hearing set for Oct. 22 to 25, on RCGKC
Brywood LLCs motion for stay relief has been suspended. The
creditor may file a supplement to its motion, but no proceedings
will be had regarding the supplement.
In a separate filing, the Court entered a memorandum of decision
and order concerning an objection to the deemed substantive
consolidation provisions of the Debtor's Joint Plan of
Reorganization, stating that the objection of Cole Taylor/RCG-KC
to the deemed substantive consolidation provisions of the Debtor's
Joint Plan is sustained.
The Court also ordered that further proceedings on the Debtor's
Joint Disclosure Statement will not be undertaken and are mooted
by the Court's determination that the plan described in that
disclosure statement cannot be confirmed as a matter of law.
The Debtors has been granted leave to file an amended plan and an
amended disclosure statement.
About T-L Brywood
T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012. T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri. The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.
The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property. As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.
Judge Donald R. Cassling oversees the case. The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.
The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules. The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.
PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.
No committee of creditors was appointed by the U.S. Trustee.
TEN SAINTS: Nov. 13 Hearing on Final Decree Closing Ch. 11 Case
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Nov. 13, 2013,
at 9 a.m., to consider Ten Saints LLC's motion for final decree
closing its Chapter 11 case.
According to the Debtor, all conditions precedent to the
effectiveness of its Second Amended Plan of Reorganization dated
Aug. 30, 2013, as confirmed on Sept. 9, 2013, have been met and
the Effective Date of the Plan occurred on Oct. 1.
As reported in the Troubled Company Reporter on Sept. 25, 2013,
pursuant to the Second Amended Plan, on the Effective Date, the
Amended and Restated Loan Documents will be executed by
Reorganized Debtor and, to the extent applicable, delivered to
the Secured Lender.
Class 1 consists of the Allowed Secured Lender {Wells Fargo, N.A.)
Claim. The A Note ($9,435,000) will be receive interest-only
payments during the first 12 months, plus the excess cash flow
payments set forth in Section 5 of the A Note and Section 8.3 of
the Loan Agreement. Thereafter, the Secured Lender will receive
monthly principal and interest payments amortized over a period of
twenty (20) years, plus the excess cash flow payments set forth in
Section 5 of the A Note and Section 8.3 of the Loan Agreement.
The unpaid balance of the A Note will be due and payable on the
fifth (5th) anniversary of the Effective Date.
Payments on the B Note ($4,765,884.17) will be made from
Reorganized Debtor's excess cash flow in accordance with Section 4
of the B Note and Section 8.3 of the Loan Agreement. The unpaid
balance of the B Note will be due and payable on the fifth (5th)
anniversary of the Effective Date.
General Unsecured Claims in Class 4 will be paid in full
with interest at the Unsecured Interest Rate, which is 3%
per annum, through Distributions tendered by Reorganized Debtor.
On the Effective Date, the Holders of Equity Securities of Debtor
will retain all of their legal interests.
A copy of the Second Amended Plan is available at:
http://bankrupt.com/misc/tensaints.doc317.pdf
About Ten Saints
Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011. The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.
Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson. The property includes five
retail buildings with nearly 43,000 square feet of space.
Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.
Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.
Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.
Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.
Judge Mike K. Nakagawa presides over the cases. Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel. The bankruptcy
petitions estimated assets and debts from $1 million to
$10 million each for Nigro HQ; and from $10 million to $50 million
in both assets and debts for Horizon Village, Ten Saints and
Beltway One. The cases are not jointly administered.
A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.
Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.
TRINITY COAL: Court Schedules Evidentiary Hearing for Nov. 5
------------------------------------------------------------
The Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the
Eastern District of Kentucky will convene an evidentiary hearing
on Nov. 5, 2013, at 10 a.m., to consider Travelers Casualty &
Surety Company and Indemnity National Insurance Company's motion
for estimation of their unsecured claims for voting purposes in
relation to Trinity Coal Corporation, et al.'s Chapter 11 Plan.
The Court also ordered that all joint stipulations, witness lists
and exhibits will be filed by Oct. 29, at 4 p.m. The exhibit
notebooks will be delivered to chambers on or before the same date
and time. Objections, if any, are due Nov. 1.
The Sureties and the Debtors, in their motion to set a hearing,
stated that they have reached agreements partially resolving the
issues raised in the Sureties' motion, other than estimation of
the Sureties' claims for voting purposes, which agreements are
reflected in the agreed order. However, the parties believe that
if the hearing on estimation of the Sureties' claims for voting
purposes scheduled for Oct. 17, is continued, with an evidentiary
hearing scheduled by the Court for a date no sooner that Oct. 28,
and no later than Nov. 5, further agreements between the parties
may render any hearing unnecessary.
As reported in the Troubled Company Reporter on Oct. 14, 2013,
Judge Wise approved on Oct. 3 the adequacy of the Disclosure
Statement explaining the Joint Chapter 11 Plan of Trinity Coal
Corporation, et al. With this development, the Debtors are now
permitted to solicit acceptances of their Plan.
Epiq Bankruptcy Solutions, LLC is authorized to act as the
Debtors' voting and balloting agent and to certify to the
Bankruptcy Court the plan balloting results.
In order to be counted, ballots for the Plan must be submitted so
as to be received by Oct. 30, at 4:00 p.m. Eastern Time. Ballots
must be returned to:
* via first class mail
Trinity Coal Corp. Ballot Processing
c/o Epiq Bankruptcy Solutions, LLC
FDR Station, P.O. Box 5014
New York, NY 10150-5014
-- OR --
* via hand delivery or overnight delivery
Epiq Bankruptcy Solutions, LLC
757 Third Avenue, 3rd Floor
New York, NY 10017
Attn: Trinity Coal Corp. Ballot Processing
A hearing will be convened on Nov. 8, at 9:30 a.m. Eastern Time,
in Kentucky to consider confirmation of the Plan.
Parties-in-interest may filed formal objections to Plan
confirmation no later than Oct. 30 at 4:00 p.m. Eastern time.
About Trinity Coal
Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.
Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork. The Kentucky Operations produced compliance and low
sulfur steam coal. Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.
Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.
Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.
On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.
On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases. An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.
Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM
DOLL LLP, in Lexington, Ky., represent the Debtors as counsel.
Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel. Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel.
TRINITY COAL: Maturity Date of DIP Financing Extended to Dec. 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized Trinity Coal Corporation, et al., to further modify the
final DIP order entered on April 8, 2013, by increasing the amount
and extending the maturity of the DIP financing, and modifying the
approved deposit escrow agreement.
Pursuant to the amendment:
i) the Revolving Commitment is increase from $22 million to
$25 million, and maturity date is extended from Nov. 29,
2013, to Dec. 31;
ii) the Letter of Credit expiration date is extended from
Nov. 22, to Dec. 24, and
iii) the deposit escrow agreement is modified to provide for the
funding of the increase of the Revolving Commitment.
The proposed amendments and extensions are required to provide the
Debtors with sufficient additional liquidity to accommodate their
continued operations pending confirmation of the Plan and the
anticipated occurrence of the Effective Date.
Copies of the budget are available for free at:
http://bankrupt.com/misc/TRINITYCOAL_dipfinancing-budget.pdf
http://bankrupt.com/misc/TRINITYCOAL_dip financing_budget2.pdf
About Trinity Coal
Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.
Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork. The Kentucky Operations produced compliance and low
sulfur steam coal. Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.
Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.
Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.
On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.
On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases. An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.
Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM
DOLL LLP, in Lexington, Ky., represent the Debtors as counsel.
Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel. Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel.
Judge Tracey N. Wise approved on Oct. 3, 2013, the adequacy of the
Disclosure Statement explaining the Joint Chapter 11 Plan of
Trinity Coal. With this development, the Debtors are now
permitted to solicit acceptances of their Plan.
TRINITY COAL: Kentucky River Balks at Approval of Plan Outline
--------------------------------------------------------------
Lessor/creditor Kentucky River Properties, LLC, objected to the
approval of the First Amended Disclosure Statement explaining
Trinity Coal Corporation, et al.'s Third Amended Joint Plan of
Reorganization.
KRP stated that, among other things, there is no legal or
equitable basis or reason or reasons to strip KRP of its bargained
for guaranties of the payment and performance of the Little Elk
leases by Trinity Parent Corporation.
In this relation, KRP requested that all provisions in the Third
Amended Plan, as modified or amended, which purport to discharge
the payment and performance guaranties of KRP's leases be stricken
and not allowed.
A summary of the Plan was reported in the Troubled Company
Reported on June 26, 2013. According to the Disclosure Statement,
the Plan provides for full payment of Class 1 Claim of RCG-KC
Brywood, Class 2 Claim of CT Bank, Class 6 Claim of JC Collector,
and Class 7 Claim of The Conyers Tax Collectors.
Classes 3 to 5 Claim of CT Bank will receive monthly interest
payments until the claim is paid in full.
Class 8 Claim of the Smyrna Tax Collectors will be paid in full in
cash on the Effective Date or soon as practicable thereafter.
The Plan is premised upon the deemed substantive consolidation of
the Debtors solely for purposes of implementing the Plan,
including for purposes of voting, confirmation, distributions to
creditors and administration. On the Effective Date, and for Plan
implementation purposes only:
1. the assets and liabilities of each of the Debtors will be
treated as though such assets and liabilities were assets
and liabilities of a single entity;
2. the collective cash flow of all of the Debtors maybe
utilized to pay for the operating expenses and the payments
required under the plan for all Debtors; and
3. inter-Debtor claims as of the filing of the Chapter 11
cases, if any, are extinguished.
A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/T-L_BRYWOOD_ds.pdf
About Trinity Coal
Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.
Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork. The Kentucky Operations produced compliance and low
sulfur steam coal. Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.
Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.
Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.
On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.
On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases. An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.
Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM
DOLL LLP, in Lexington, Ky., represent the Debtors as counsel.
Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel. Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel.
Judge Tracey N. Wise approved on Oct. 3, 2013, the adequacy of the
Disclosure Statement explaining the Joint Chapter 11 Plan of
Trinity Coal. With this development, the Debtors are now
permitted to solicit acceptances of their Plan.
TRUE BEGINNINGS: PlentyofFish CEO Blasts Texas AG Over Failed Sale
------------------------------------------------------------------
Jacob Gershman, writing for DBR Small Cap, reported that the
founder of online-dating site PlentyofFish lashed out at the
attorney general of Texas for torpedoing his company's plans to
purchase True.com. According to the report, PlentyOfFish withdrew
its $700,000 offer for the bankrupt Plano-based online dating
company after Texas's attorney general, Greg Abbott, objected to
the sale in court. The attorney general said the transfer of all
of the personal data to another company would create privacy risks
and violate True.com's privacy policy, the report related.
PlentyofFish CEO and founder Markus Frind said he found the
attorney general's stance ridiculous, the report further related.
"The fact that the Texas AG stopped one dating site from buying
another dating site without user consent is like asking all
Twitter users to approve its IPO," Mr. Frind said by e-mail.
A spokesman for Mr. Abbott didn't respond to a request for
comment, the report said.
Denton, Texas-based True Beginnings, LLC, doing business as
True.com, filed a bare-bones Chapter 11 petition (Bankr. S.D. Tex.
Case No. 12-42061) on Aug. 1, 2012, in Sherman, Texas. True
estimated under $50,000 in assets and liabilities in excess of
$50 million, owed to between 100 and 199 creditors.
Herb Vest is True's largest creditor, owed $61.5 million via
convertible notes plus interest, bankruptcy filings show. Mr.
owns 85% of the company. Mr. Vest filed a separate bankruptcy
petition. He listed assets of up to $50,000 and debts of $1
million to $10 million, owed to up to 49 creditors.
Founded by Mr. Vest, True.com provides site visitors "a safer,
smarter way" to find their soul mates. "Through a unique blend of
science, technology and personalized attention, we'll guide you
through the process of finding and keeping lasting love," the Web
site says.
UNI-PIXEL INC: Sets 3rd Quarter Conference Call for November 7
--------------------------------------------------------------
UniPixel, Inc., will hold a conference call on Thursday, Nov. 7,
2013, at 4:30 p.m. Eastern time to discuss the third quarter ended
Sept. 30, 2013. Financial results will be issued in a press
release prior to the call.
UniPixel President and CEO Reed Killion and CFO Jeff Tomz will
host the presentation, followed by a question and answer period.
The call will be webcast live, as well as via a link in the
Investors section of the company's Web site at
http://www.unipixel.com/investors Webcast participants will be
able to submit a question to management via the webcast player.
Date: Thursday, November 7, 2013
Time: 4:30 p.m. Eastern time (3:30 p.m. Central time)
Webcast: http://public.viavid.com/index.php?id=106434
To participate in the conference call via telephone, dial 1-480-
629-9808 and provide the conference name or conference ID 4645835.
Please call the conference telephone number 5-10 minutes prior to
the start time so the operator can register your name and
organization.
If you have any difficulty with the webcast or connecting to the
call, please contact Liolios Group at 1-949-574-3860.
A replay of the call will be available after 7:30 p.m. Eastern
time on the same day through Dec. 7, 2013, via the same link
above, or by dialing 1-858-384-5517 and entering replay ID
4645835.
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: Global Energy Held 61.7% Stake at April 10
---------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Global Energy Group LLC disclosed that as of
April 10, 2013, it beneficially owned 1,568,630,000 shares of
common stock of Universal Bioenergy, Inc., representing 61.78
percent of the shares outstanding. A copy of the regulatory
filing is available for free at http://is.gd/huS7IW
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 incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million
on $57.32 million of revenues for the year ended June 30, 2012.
The Company's balance sheet at June 30, 2013, showed $12.36
million in total assets, $11.17 million in total liabilities and
$1.19 million in total stockholders' equity.
Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013. The
independent auditors noted that the 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.
URBAN AG. CORP: Settles $2.9 Million Debt With ASC Recap
--------------------------------------------------------
Urban AG. Corp., entered into a Settlement Agreement and
Stipulation with ASC Recap LLC to settle $2,919,541 of past due
liabilities of the Company. Pursuant to the Agreement, the
Company agreed to issue ASC shares of its Common Stock in
tranches, each with a value equal to $100,000 until the claim
amount is satisfied in full. The Settlement Shares will be priced
at 75 percent of the average closing bid price for the Company's
Common Stock during the 20 trading day period prior to the
issuance. The Settlement Shares are to be issued pursuant to the
exemption from registration under Section 3(a) (10) of the
Securities Act of 1933, as amended. The terms of Agreement are
subject to Court Approval. The parties have agreed to submit the
Agreement to a Court for a hearing on the fairness of the terms
and conditions, and whether the issuance of the Settlement Shares
can be done in accordance with Section 3(a) (10) of the Act. The
Agreement will become binding upon the parties only upon the entry
of an order by the Court approving the Agreement.
A copy of the Settlement Agreement is available for free at:
http://is.gd/oBHq3a
Effective Oct. 17, 2013, the Board of Directors and a majority of
the Company's shareholders increased the Company's authorized
shares of Common Stock, $.0001 par value from 900,000,000 shares
to 7,000,000,000 shares. The Amendment to the Certificate of
Incorporation of Urban AG. Corp was filed with the State of
Delaware Secretary of State Division of Corporations on Oct. 21,
2013, to effectuate the increase in Common Stock.
A copy of the Form 8-K is available for free at:
http://is.gd/oBHq3a
About Urban AG
North Andover, Massachusetts-based Urban AG. Corp, through its
wholly-owned subsidiary CCS Environmental World Wide, Inc.,
provides hazardous material abatement and environment remediation
services.
The Company' balance sheet at June 30, 2013, showed $3.4 million
in total assets, $12.6 million in total liabilities, and a
stockholders' deficit of 9.2 million.
"The Company has experienced substantial losses, has a working
capital deficiency of approximately $12.3 million, a stockholders'
deficit of approximately $9.2 million and is in default on several
financial obligations at June 30, 2013, which raises substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in its quarterly report for the period ended
June 30, 2013.
USEC INC: Messrs. Diament and Williams Join Board
-------------------------------------------------
USEC Inc.'s board of directors voted to expand the board from nine
to 11 members and elected Michael Diament and Mikel H. Williams as
new directors, effective immediately. Diament and Williams were
appointed in consultation with certain holders of the Company's
convertible senior notes due October 2014.
"We are pleased to add two board members who have distinguished
themselves in business as entrepreneurs and astute managers. They
also bring a wealth of corporate governance experience as board
members of publicly traded companies," said Chairman of the Board
James R. Mellor.
Diament, 45, has served as a director of Magellan Health Services,
Inc., a publicly traded diversified specialty health care company,
since 2004. He also has served on the board of managers of Dayco,
LLC (formerly Mark IV Industries, Inc.), a privately held
manufacturer of engine technology solutions, since 2009. He
formerly served on the board of directors of Journal Register
Company, a privately held national media company, from 2009 until
2011, and JL French Automotive Castings, Inc., a privately held
manufacturer of aluminum die cast components for the global
automotive industry, from 2006 until 2009. He also formerly
served as the director of bankruptcies and restructurings and a
portfolio manager at Q Investments, an investment management firm,
from 2001 until 2006. Prior to that, Diament was a senior analyst
for Sandell Asset Management and served as vice president of
Havens Advisors, both investment management firms.
Williams, 56, has served as the chief executive officer and a
director of JPS Industries, Inc., a manufacturer of extruded
urethane film, sheet and tubing, ethylene vinyl acetate film and
sheet and mechanically formed glass and aramid substrate materials
for specialty applications, since May 2013. Prior to that, Mr.
Williams was the president, chief executive officer and a director
of DDi Corporation, a leading provider of time-critical,
technologically advanced electronics manufacturing services, from
November 2005 to May 2012, and a senior vice president and chief
financial officer of DDi from November 2004 to October 2005.
Williams has also served in various management positions with
several technology related companies, including as the President
and sole member of Constellation Management Group, LLC, and in
executive positions with Global TeleSystems, Inc., and its
subsidiaries. Mr. Williams also serves on the boards of directors
of Iteris, Inc. and Tellabs, Inc.
Diament will serve on USEC's Compensation, Nominating and
Governance Committee and Williams will serve on USEC's Audit and
Finance and USEC's Technology, Competition and Regulatory
Committees. They were recommended as director candidates by
certain holders of the Company's convertible senior notes due
October 2014 in light of their experience in restructurings.
Although the new directors were identified by such noteholders and
their advisors, there is no arrangement or understanding between
the new directors and any other persons pursuant to which such
directors were selected as a director. The USEC Board of
Directors has determined that Diament and Williams are each an
"independent director" in accordance with New York Stock Exchange
listing standards. In addition, in consultation with those
noteholders, the Company has also engaged additional advisory
support to assist with a possible restructuring of its balance
sheet.
About USEC Inc.
Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.
USEC disclosed a net loss of $1.20 billion in 2012 as compared
with a net loss of $491.1 million in 2011. As of June 30, 2013,
the Company had $1.51 billion in total assets, $1.93 billion in
total liabilities and a $419.2 million stockholders' deficit.
PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.
Bankruptcy Warning
"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences. A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding. A 'fundamental change' is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market. Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash. We do not have adequate cash to repurchase the
notes. In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility. Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection," according to the Company's
annual report for the year ended Dec. 31, 2012.
* * *
USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.
As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.
"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.
USG CORP: Files Form 10-Q; Posts $23 Million Net Income in Q3
-------------------------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $23 million on $925 million of net sales for the three months
ended Sept. 30, 2013, as compared with a net loss of $29 million
on $828 million of net sales for the same period during the prior
year.
For the nine months ended Sept. 30, 2013, the Company reported net
income of $50 million on $2.65 billion of net sales as compared
with a net loss of $113 million on $2.40 billion of net sales for
the same period a year ago.
For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.
The Company's balance sheet at Sept. 30, 2013, showed $3.71
billion in total assets, $3.64 billion in total liabilities and
$72 million total stockholders' equity including noncontrolling
interest.
As of Sept. 30, 2013, the Company had $590 million of cash and
cash equivalents and marketable securities compared with $677
million as of Dec. 31, 2012. The Company's total liquidity as of
Sept. 30, 2013, was $873 million, including $283 million of
borrowing availability under the Company's credit facilities in
the United States, Canada and Oman.
"We had a very exciting quarter," said James S. Metcalf, chairman,
president and CEO. "We were hard at work creating a world-leading
plasterboard and ceilings joint venture in Asia, Australasia and
the Middle East with Boral Limited, which we announced last week.
We kept our focus on our core businesses and saw continued strong
results in North America, and finally, we launched a dynamic new
brand for USG."
The corporation's adjusted net income was $24 million in the third
quarter of 2013, which compares to an adjusted net loss of $27
million in the third quarter of 2012. The adjusted net income for
the third quarter of 2013 excludes a loss of $1 million from
discontinued operations, net of tax. The adjusted net income for
the third quarter of 2012 excluded $1 million in income from
discontinued operations and $3 million in restructuring and long-
lived asset impairment charges.
"This is an exciting time for USG as we shift our focus to growth.
We plan to continue to lower our break-even, improve our margins,
and find growth opportunities as we build upon the recovery,"
Metcalf said. "The positive trend in our results demonstrates
that our Plan to Win is working."
A copy of the Form 10-Q is available for free at:
http://is.gd/TAfXUM
About USG Corporation
Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.
The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094). When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities. The Debtors emerged
from bankruptcy protection on June 20, 2006.
* * *
As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.
"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia. "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013. As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased. The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."
As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating. USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.
In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has
upgraded the ratings of USG Corporation, including the company's
Issuer Default Rating (IDR) to 'B' from 'B-'. The upgrade
reflects USG's improving profitability and credit metrics this
year and the expectation that this trend continues through at
least 2014.
VERITY CORP: Appoints Two Directors
-----------------------------------
Verity Corp. appointed Ronald Kaufman and Richard Kamolvathin to
the Company's Board of Directors effective Oct. 21, 2013.
Mr. Kaufman, 57, has been a professional crop and live-stock
farmer since 1976. Mr. Kaufman has served on the boards of
Farmers Home Association and the Kingsbury County Crop Improvement
Board.
Mr. Kamolvathin, 44, has been executive vice president of
Verity Farms LLC, a wholly owned subsidiary of the Company, since
February 2011. From June 2006 through January 2011, Mr.
Kamolvathin was a sustainable agriculture field advisor for the
Rice Bank Foundation, United Nations Thailand. Prior to those
positions, Mr. Kamolvathin worked in the financial services
industry.
Resignation of Edward J. Jakos
On Oct. 21, 2013, Edward J. Jakos,resigned effective as of
Oct. 25, 2013, as chief financial officer, treasurer and secretary
of the Company. In submitting his resignation, Mr. Jakos did not
express any disagreement with the Company on any matter relating
to the Company's operations, policies or practices.
About Verity
Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.). Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production. Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction. Aistiva's platform technology influences biological
processes naturally and without chemical interaction. To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.
Bongiovanni & Associates, C.P.A.'s, in Cornelius, North Carolina,
expressed substantial doubt about AquaLiv's ability to continue as
a going concern following their audit of the Company's financial
statements for the year ended Sept. 30, 2012. The independent
auditors noted that the Company has incurred recurring losses from
operations, has a liquidity problem, and requires funds for its
operational activities.
The Company's balance sheet at June 30, 2013, showed $4.69 million
in total assets, $7.06 million in total liabilities and a
$2.36 million total stockholders' deficit.
W25 LLC: Court Enters Final Decree Closing Reorganization Case
--------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York entered a final decree on Oct. 16
closing the Chapter 11 case of W25 LLC.
The Debtor said it has substantially consummated its Third Amended
Plan of Reorganization.
As reported in the Troubled Company Reporter, Judge Bernstein
confirmed the Third Amended Plan on June 3, 2013.
The Third Amended Plan was filed on May 20, 2013, and revised
shortly before the Court entered the confirmation order.
The Revised Third Amended Plan generally provides that a
commercial real property located at 119 West 25th Street, in New
York, owned by the Debtor will be sold at a private sale. The
Premises will be transferred to the purchaser, subject to the
existing mortgage of LL 25 Penny, LLC.
The Revised Plan also provides that each holder of a Class 2
general unsecured claim will receive its allowed claim, with
interest at any contract rate agreed to by the parties. Payment
will be made from a $500,000 reserve. To the extent this amount
is not sufficient to make all payments, payments will be made from
the $10,000,000 payment to be paid to the Debtor as part of the
consideration of the asset sale.
A full-text copy of the Revised Third Amended Plan of
Reorganization is available for free at:
http://bankrupt.com/misc/W25_3rdAmdPlanJune03.pdf
In line with the Confirmation Order, the Court prohibited the
Debtor from filing another Chapter 11 case for a period of 180
days from the entry of the confirmation order. The Debtor is also
required to file all required reports through the entry of a final
decree.
About W25 LLC
W25 LLC filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-14526) in Manhattan on Nov. 6, 2012. Avrum J. Rosen,
Esq., and Fred S. Kantrow, Esq., of the Law Offices of Avrum J.
Rosen, PLLC, in New York, represent the Debtor as counsel. The
Debtor disclosed $44,001,000 in assets and $48,756,419 in
liabilities as of the Chapter 11 filing.
No official committee of unsecured creditors has been appointed in
the case.
WAVE SYSTEMS: Amends 372,578 Shares Resale Prospectus
-----------------------------------------------------
Wave Systems Corp. amended its Form S-3 registration statement
relating to the sale of up to 372,578 shares of Wave's Class A
common stock, par value $0.01 per share, by EXO5 LLC.
The selling stockholder may sell these securities on a continuous
or delayed basis directly, through agents, dealers or underwriters
as designated from time to time, or through a combination of these
methods.
The Company will not receive any proceeds from the sale of these
shares of Class A common stock by the selling stockholder.
Wave's Class A common stock is traded on the Nasdaq Capital Market
under the symbol "WAVX." The last reported sale price of the
Company's Class A common stock on the Nasdaq Capital Market on
Oct. 8, 2013, was $1.31 per share.
A copy of the Form S-1/A is available for free at:
http://is.gd/bR0KVD
About Wave Systems
Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.
For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011. The Company's balance sheet at June 30, 2013,
showed $10.28 million in total assets, $20.06 million in total
liabilities and a $9.77 million total stockholders' deficit.
KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012. The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.
WESTMORELAND COAL: Incurs $1 Million Net Loss in Sept. 30 Qtr.
--------------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.01 million on $176.79 million of revenues for the
three months ended Sept. 30, 2013, as compared with net income of
$5.35 million on $161.33 million of revenues for the same period
during the prior year.
For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.88 million on $500.73 million of revenues as
compared with a net loss of $8.51 million on $441.41 million of
revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2013, showed $939.83
million in total assets, $1.22 billion in total liabilities and a
$280.31 million total deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/YiRq5M
About Westmoreland Coal
Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States. The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas. Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.
Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.
* * *
As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.
"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman. "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged. We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."
Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.
XZERES CORP: Ron Elvidge Discloses 17.7% Equity Stake
-----------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission on Oct. 22, 2013, Ron Elvidge disclosed that he
beneficially owned 6,428,571 shares of common stock of
representing 17.77 percent of the shares outstanding. A copy of
the regulatory filing is available for free at:
http://is.gd/KPX7Dq
About XZERES Corp.
Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.
Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012. As of May 31, 2013, the Company had
$4.88 million in total assets, $8.25 million in total liabilities
and a $3.37 million total stockholders' deficit.
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013. 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.
ZALE CORP: Amends 11 Million Shares Resale Prospectus
-----------------------------------------------------
Zale Corporation amended its registration statement relating to
the offer by Z Investment Holdings, LLC, to sell up to an
aggregate of 11,064,684 shares of Zale Corporation's common stock
issuable upon the exercise of warrants that the Company issued in
a private placement in May 2010. The Company will not receive any
proceeds from the sale of shares offered by the selling
stockholder. The Company's common stock is traded on the New York
Stock Exchange under the symbol "ZLC." A copy of the Form S-3/A
is available for free at http://is.gd/aWr6pa
About Zale Corporation
Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/
Zale Corporation disclosed net earnings of $10.01 million on $1.88
billion of revenues for the year ended July 31, 2013, as compared
with a net loss of $27.31 million on $1.86 billion of revenues for
the year ended July 31, 2012. The Company's balance sheet at
July 31, 2013, showed $1.18 billion in total assets, $1 billion in
total liabilities and $185.32 million in total stockholders'
investment.
* Fitch: Low Sales Growth Challenges US Utilities' Business Models
------------------------------------------------------------------
The U.S. electric utility industry faces an ongoing period of low
sales growth, challenging their traditional operating profiles and
forcing utilities to broaden their product offerings, according to
a Fitch Ratings report.
Electricity efficiency gains, demand side management (DSM)
programs, and distributed generation (DG) have reduced customer
consumption and cannibalized traditional, utility-supplied power.
Fitch believes that utilities will have to include efficiency, DG
and DSM as part of their product portfolio going forward.
Energy Information Administration (EIA) recently revised its
forecasts for retail U.S. electricity sales growth to 0.7% per
year through 2040. Fitch expects substantial regional variance
from the national forecast with growth in the southeast and
southwest. Energy efficiency, whether mandated or promoted by
favorable cost economics, continues to play a significant factor
in dampening retail sales, as does net metering and DG. Fitch also
notes the economic recovery and expansion since 2009 has done
little for electricity sales growth.
Low electricity sales growth will pressure unit costs, challenge
the economics and benefits of future capital investments and rate
design, and need to be restructured as costs are allocated over a
changing customer profile.
Fitch notes the economics of energy efficiency are compelling, as
the benchmark levelized cost of electricity used to compare the
cost of energy efficiency programs is substantially less than all
forms of conventional or renewable power generation. Efficiency is
an effective tool in displacing new power generation, produces
peak load shaving, and avoids or at least reduces the highest cost
sources of electricity generation.
* Fitch: Stricter US Bank Liquidity Rules to Affect Profitability
-----------------------------------------------------------------
The proposed U.S. rule covering minimum liquidity requirements for
large banks would enforce a tougher standard than the Basel III
international framework outlined in January. Fitch Ratings sees
the proposed U.S. rule as generally positive for bank credit
ratings. However, the push for additional liquidity will
negatively affect bank profitability if the proposal is
implemented.
The proposal, issued yesterday by the Fed, OCC and FDIC, seeks to
implement the liquidity coverage ratio (LCR), which has been
developed together with global bank regulators. It will require
large banks with more than $250 billion of total assets to hold
high-quality liquid assets (HQLA) at sufficient levels to guard
against a 30-day period of strained liquidity. Further, banks with
more than $50 billion of total assets (but less than $250 billion)
will have to hold enough HQLA to withstand a 21-day period of
liquidity stress. Smaller banks (less than $50 billion of assets)
will get a reprieve from the LCR.
To achieve compliance with the proposed LCR, Fitch believes banks
would likely need to derisk their investment portfolios and move
towards very liquid lower-yielding government and agency
securities. The U.S. standard goes further than the Basel III
framework in excluding certain assets from the pool of HQLA. Among
these are private label mortgage-backed securities, covered bonds
and municipal securities. Fitch estimates that roughly 25% of bank
investment portfolios could be excluded from the definition of
HQLA based on second-quarter regulatory data.
Alternatively, banks could target LCR compliance by attacking the
denominator in the equation. Banks could procure longer, term-
funding structures to help achieve compliance by reducing deposit
outflow risk. Nevertheless, Fitch views either derisking
investment portfolios or longer, term-funding structures as a drag
on profitability for most banks.
Under the proposal, level 1 securities receive no haircut, and are
generally limited to cash, central bank deposits, U.S. Treasury
obligations and U.S agency securities fully and explicitly
guaranteed by the full faith and credit of the U.S. government,
such as Ginnie Mae securities. Other government-sponsored entity
(GSE) securities, such as Fannie Mae and Freddie Mac securities,
will qualify as level 2A securities, with a 15% haircut. Level 2B
securities are given a 50% haircut and are generally limited to
investment-grade corporate debt and common stock included in the
S&P 500.
The U.S. proposal takes a stricter approach with respect to the
LCR implementation timeline. U.S regulators look to expedite the
implementation of the rule by requiring banks to achieve 80%
compliance with the LCR by 2015, with increases of 10% for the
following two years and full implementation by 2017. The
international standard only requires 60% compliance in 2015,
followed by a 10% increase for the following four years (full
implementation in 2019).
The proposal also takes a tougher stance on intra-period liquidity
requirements. The U.S. proposal requires that the largest banks
(more than $250 billion) to hold HQLA against their largest net
cumulative cash outflow day within a 30-day liquidity stress
period, rather than the net cumulative cash outflow as of the end
of the period. This represents the regulator's view that cash
outflows could occur significantly before cash inflows within a
30-day liquidity stress period.
Fed staff noted that HQLA levels in the aggregate currently are
approximately $200 billion below the targeted level for LCR
compliance. However, we believe the two-year window for compliance
will provide adequate time for banks to boost liquid assets where
needed.
In addition to the LCR, U.S. banking regulators are still
considering and developing a proposal for the net stable funding
ratio (NSFR) in conjunction with global bank regulators, which
promotes durability of liquidity over a one-year period. The
global implementation date for the NSFR is 2018.
* Several Law Firms in Merger Talks
-----------------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
merger talks between major law firms are heating up this fall, as
firms seek strength in numbers to help improve their position in a
tough legal market.
According to the report, Orrick Herrington & Sutcliffe LLP and
Pillsbury Winthrop Shaw Pittman LLP -- two law firms with San
Francisco roots -- confirmed discussions about a potential merger
that, if completed, would produce a roughly 1,700-lawyer firm with
more than $1.4 billion in estimated combined revenue.
The report also said that global firm Dentons and McKenna Long &
Aldridge LLP last month said they are mulling a combination that
could boost their head count to more than 3,000 lawyers world-
wide.
WSJ also said another possible merger, between Patton Boggs LLP
and Locke Lord LLP, emerged, though those talks aren't yet at an
advanced stage, according to a person with knowledge of the
discussions. Still, there is no guarantee any of the talks will
result in a union -- much less one that improves the fortunes of
both sides, the report added.
* * *
Elizabeth Amon, writing for Bloomberg News, reported that
Pillsbury Winthrop Shaw Pittman LLP and Orrick Herrington &
Sutcliffe LLP said they are in talks about merging the San
Francisco-based law firms.
"Our firms are in exploratory discussions about a possible
combination," the law firms said Oct. 25 in a joint statement, the
Bloomberg report cited. "These talks are serving to confirm the
great respect our firms have for each other."
According to the American Lawyer, a trade publication, 977-lawyer
Orrick had $866 million in gross revenue last year, making it the
27th-wealthiest firm in the country, Bloomberg related.
Pillsbury, with 609 lawyers and $561 million in gross revenue last
year, was ranked 56th in terms of wealth, according to American
Lawyer rankings.
The announcement is consistent with accelerating consolidation in
the legal industry, Kent Zimmermann, a Chicago-based legal
consultant for Zeughauser Group LLC, told Bloomberg.
* U.S. Business Bankruptcy Filings Continue to Sink
---------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that fewer than 35,000 businesses filed for bankruptcy protection
in 2013, a 40% decrease since 2009, according to new statistics
released by the federal court system.
* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 126.4 (13.6) (13.3)
ABSOLUTE SOFTWRE ALSWF US 126.4 (13.6) (13.3)
ABSOLUTE SOFTWRE OU1 GR 126.4 (13.6) (13.3)
ACCELERON PHARMA XLRN US 48.4 (19.9) 6.2
ACCELERON PHARMA 0A3 GR 48.4 (19.9) 6.2
ADVANCED EMISSIO OXQ1 GR 87.0 (42.3) (18.0)
ADVANCED EMISSIO ADES US 87.0 (42.3) (18.0)
ADVENT SOFTWARE ADVS US 824.6 (114.8) (202.7)
ADVENT SOFTWARE AXQ GR 824.6 (114.8) (202.7)
AIR CANADA-CL A AIDIF US 9,238.0 (3,470.0) (452.0)
AIR CANADA-CL A AC/A CN 9,238.0 (3,470.0) (452.0)
AIR CANADA-CL A ADH GR 9,238.0 (3,470.0) (452.0)
AIR CANADA-CL A ADH TH 9,238.0 (3,470.0) (452.0)
AIR CANADA-CL B AIDEF US 9,238.0 (3,470.0) (452.0)
AIR CANADA-CL B ADH1 GR 9,238.0 (3,470.0) (452.0)
AIR CANADA-CL B AC/B CN 9,238.0 (3,470.0) (452.0)
AIR CANADA-CL B ADH1 TH 9,238.0 (3,470.0) (452.0)
AK STEEL HLDG AKS* MM 3,766.4 (211.8) 394.9
AK STEEL HLDG AKS US 3,766.4 (211.8) 394.9
AK STEEL HLDG AK2 GR 3,766.4 (211.8) 394.9
AK STEEL HLDG AK2 TH 3,766.4 (211.8) 394.9
ALLIANCE HEALTHC AIQ US 528.2 (131.1) 64.8
AMC NETWORKS-A 9AC GR 2,460.3 (680.1) 735.0
AMC NETWORKS-A AMCX US 2,460.3 (680.1) 735.0
AMER AXLE & MFG AYA GR 3,008.7 (101.6) 345.2
AMER AXLE & MFG AXL US 3,008.7 (101.6) 345.2
AMR CORP AAMRQ* MM 26,780.0 (7,922.0) 143.0
AMR CORP ACP GR 26,780.0 (7,922.0) 143.0
AMR CORP AAMRQ US 26,780.0 (7,922.0) 143.0
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANGIE'S LIST INC 8AL GR 109.7 (23.0) (24.2)
ANGIE'S LIST INC ANGI US 109.7 (23.0) (24.2)
ARRAY BIOPHARMA AR2 TH 136.0 (21.9) 70.7
ARRAY BIOPHARMA AR2 GR 136.0 (21.9) 70.7
ARRAY BIOPHARMA ARRY US 136.0 (21.9) 70.7
AUTOZONE INC AZ5 GR 6,783.0 (1,532.3) (657.7)
AUTOZONE INC AZ5 TH 6,783.0 (1,532.3) (657.7)
AUTOZONE INC AZO US 6,783.0 (1,532.3) (657.7)
BENEFITFOCUS INC BNFT US 54.8 (43.9) (3.6)
BENEFITFOCUS INC BTF GR 54.8 (43.9) (3.6)
BERRY PLASTICS G BP0 GR 5,045.0 (251.0) 550.0
BERRY PLASTICS G BERY US 5,045.0 (251.0) 550.0
BIOCRYST PHARM BCRX US 39.9 (9.0) 21.6
BIOCRYST PHARM BO1 GR 39.9 (9.0) 21.6
BIOCRYST PHARM BO1 TH 39.9 (9.0) 21.6
BOSTON PIZZA R-U BPF-U CN 156.7 (108.0) (4.2)
BOSTON PIZZA R-U BPZZF US 156.7 (108.0) (4.2)
BRP INC/CA-SUB V B15A GR 1,768.0 (496.6) (21.8)
BRP INC/CA-SUB V DOO CN 1,768.0 (496.6) (21.8)
BRP INC/CA-SUB V BRPIF US 1,768.0 (496.6) (21.8)
BURLINGTON STORE BUI GR 2,594.2 (421.3) 139.7
BURLINGTON STORE BURL US 2,594.2 (421.3) 139.7
CABLEVISION SY-A CVC US 7,588.1 (5,565.5) (14.0)
CABLEVISION SY-A CVY GR 7,588.1 (5,565.5) (14.0)
CAESARS ENTERTAI CZR US 26,844.8 (738.1) 833.8
CAESARS ENTERTAI C08 GR 26,844.8 (738.1) 833.8
CALLIDUS SOFTWAR CSQ GR 123.1 (2.2) 2.8
CALLIDUS SOFTWAR CALD US 123.1 (2.2) 2.8
CAPMARK FINANCIA CPMK US 20,085.1 (933.1) -
CC MEDIA-A CCMO US 15,296.5 (8,289.2) 1,259.4
CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1)
CENVEO INC CVO US 1,186.2 (503.8) 164.1
CHOICE HOTELS CHH US 555.7 (484.7) 79.2
CHOICE HOTELS CZH GR 555.7 (484.7) 79.2
CIENA CORP CIEN US 1,727.4 (83.2) 763.4
CIENA CORP CIE1 TH 1,727.4 (83.2) 763.4
CIENA CORP CIE1 GR 1,727.4 (83.2) 763.4
CIENA CORP CIEN TE 1,727.4 (83.2) 763.4
CINCINNATI BELL CBB US 2,145.4 (719.7) (43.2)
COMVERSE INC CM1 GR 844.8 (9.4) (6.1)
COMVERSE INC CNSI US 844.8 (9.4) (6.1)
DIAMOND RESORTS DRII US 1,073.5 (81.3) 682.4
DIAMOND RESORTS D0M GR 1,073.5 (81.3) 682.4
DIRECTV DTV CI 20,921.0 (5,688.0) 622.0
DIRECTV DTV US 20,921.0 (5,688.0) 622.0
DIRECTV DIG1 GR 20,921.0 (5,688.0) 622.0
DOMINO'S PIZZA DPZ US 468.5 (1,322.2) 76.9
DOMINO'S PIZZA EZV TH 468.5 (1,322.2) 76.9
DOMINO'S PIZZA EZV GR 468.5 (1,322.2) 76.9
DUN & BRADSTREET DNB US 1,838.5 (1,188.4) (174.3)
DUN & BRADSTREET DB5 GR 1,838.5 (1,188.4) (174.3)
DYAX CORP DY8 GR 70.6 (38.8) 48.2
DYAX CORP DYAX US 70.6 (38.8) 48.2
EASTMAN KODAK CO KODN GR 3,815.0 (3,153.0) (785.0)
EASTMAN KODAK CO EKOD US 3,815.0 (3,153.0) (785.0)
EVERYWARE GLOBAL EVRY US 340.7 (53.6) 134.8
FAIRPOINT COMMUN FRP US 1,606.4 (400.5) 19.6
FERRELLGAS-LP FEG GR 1,356.0 (86.6) (21.3)
FERRELLGAS-LP FGP US 1,356.0 (86.6) (21.3)
FIFTH & PACIFIC LIZ GR 846.2 (213.7) (64.6)
FIFTH & PACIFIC FNP US 846.2 (213.7) (64.6)
FIREEYE INC FEYE US 139.5 (45.0) (13.1)
FIREEYE INC F9E GR 139.5 (45.0) (13.1)
FOREST OIL CORP FST US 1,913.7 (67.4) (129.4)
FOREST OIL CORP FOL GR 1,913.7 (67.4) (129.4)
FREESCALE SEMICO 1FS GR 3,129.0 (4,583.0) 1,235.0
FREESCALE SEMICO FSL US 3,129.0 (4,583.0) 1,235.0
FREESCALE SEMICO 1FS TH 3,129.0 (4,583.0) 1,235.0
GENCORP INC GCY TH 1,750.4 (142.6) 111.1
GENCORP INC GCY GR 1,750.4 (142.6) 111.1
GENCORP INC GY US 1,750.4 (142.6) 111.1
GLG PARTNERS INC GLG US 400.0 (285.6) 156.9
GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9
GLOBAL BRASS & C 6GB GR 576.5 (37.0) 286.9
GLOBAL BRASS & C BRSS US 576.5 (37.0) 286.9
GOLD RESERVE INC GDRZF US 23.7 (0.1) (17.3)
GOLD RESERVE INC GRZ CN 23.7 (0.1) (17.3)
GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5
HCA HOLDINGS INC HCA US 27,934.0 (7,485.0) 1,771.0
HCA HOLDINGS INC 2BH TH 27,934.0 (7,485.0) 1,771.0
HCA HOLDINGS INC 2BH GR 27,934.0 (7,485.0) 1,771.0
HD SUPPLY HOLDIN 5HD GR 6,587.0 (753.0) 1,281.0
HD SUPPLY HOLDIN HDS US 6,587.0 (753.0) 1,281.0
HOVNANIAN ENT-A HO3 GR 1,664.1 (467.2) 950.2
HOVNANIAN ENT-A HOV US 1,664.1 (467.2) 950.2
HOVNANIAN ENT-B HOVVB US 1,664.1 (467.2) 950.2
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8)
IMMUNE PHARMACEU IMNP TQ 1.0 (16.2) (8.9)
INCYTE CORP INCY US 334.2 (27.8) 210.4
INCYTE CORP ICY TH 334.2 (27.8) 210.4
INCYTE CORP ICY GR 334.2 (27.8) 210.4
INFOR US INC LWSN US 6,202.6 (476.4) (417.5)
INSYS THERAPEUTI INSY US 22.2 (63.5) (70.0)
INSYS THERAPEUTI NPR1 GR 22.2 (63.5) (70.0)
IPCS INC IPCS US 559.2 (33.0) 72.1
ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2
JUST ENERGY GROU JE CN 1,505.7 (215.4) (97.4)
JUST ENERGY GROU JE US 1,505.7 (215.4) (97.4)
JUST ENERGY GROU 1JE GR 1,505.7 (215.4) (97.4)
L BRANDS INC LTD GR 6,072.0 (861.0) 613.0
L BRANDS INC LTD US 6,072.0 (861.0) 613.0
L BRANDS INC LTD TH 6,072.0 (861.0) 613.0
LDR HOLDING CORP LDRH US 78.7 (0.6) 9.6
LIN MEDIA LLC L2M TH 1,221.8 (63.5) (97.2)
LIN MEDIA LLC LIN US 1,221.8 (63.5) (97.2)
LIN MEDIA LLC L2M GR 1,221.8 (63.5) (97.2)
LORILLARD INC LLV GR 3,555.0 (2,042.0) 1,297.0
LORILLARD INC LLV TH 3,555.0 (2,042.0) 1,297.0
LORILLARD INC LO US 3,555.0 (2,042.0) 1,297.0
MACROGENICS INC MGNX US 42.2 (10.9) 9.9
MACROGENICS INC M55 GR 42.2 (10.9) 9.9
MANNKIND CORP MNKD US 212.4 (152.4) (234.6)
MANNKIND CORP NNF1 GR 212.4 (152.4) (234.6)
MANNKIND CORP NNF1 TH 212.4 (152.4) (234.6)
MARRIOTT INTL-A MAQ GR 6,377.0 (1,493.0) (1,063.0)
MARRIOTT INTL-A MAR US 6,377.0 (1,493.0) (1,063.0)
MARRIOTT INTL-A MAQ TH 6,377.0 (1,493.0) (1,063.0)
MARRONE BIO INNO MBII US 25.6 (47.8) (12.8)
MDC PARTNERS-A MD7A GR 1,389.4 (16.6) (204.5)
MDC PARTNERS-A MDCA US 1,389.4 (16.6) (204.5)
MDC PARTNERS-A MDZ/A CN 1,389.4 (16.6) (204.5)
MEDIA GENERAL-A MEG US 739.6 (206.4) 30.6
MERITOR INC MTOR US 2,477.0 (1,059.0) 278.0
MERITOR INC AID1 GR 2,477.0 (1,059.0) 278.0
MERRIMACK PHARMA MACK US 107.3 (58.3) 28.2
MONEYGRAM INTERN MGI US 4,923.2 (116.3) 49.2
MORGANS HOTEL GR M1U GR 580.7 (163.7) 9.9
MORGANS HOTEL GR MHGC US 580.7 (163.7) 9.9
MPG OFFICE TRUST MPG US 1,280.0 (437.3) -
NANOSTRING TECHN NSTG US 30.5 (2.0) 10.9
NATIONAL CINEMED XWM GR 952.5 (224.6) 128.8
NATIONAL CINEMED NCMI US 952.5 (224.6) 128.8
NAVISTAR INTL IHR TH 8,241.0 (3,933.0) 1,329.0
NAVISTAR INTL IHR GR 8,241.0 (3,933.0) 1,329.0
NAVISTAR INTL NAV US 8,241.0 (3,933.0) 1,329.0
NEKTAR THERAPEUT ITH GR 412.8 (40.5) 144.1
NEKTAR THERAPEUT NKTR US 412.8 (40.5) 144.1
NYMOX PHARMACEUT NYMX US 1.4 (6.9) (2.7)
NYMOX PHARMACEUT NY2 GR 1.4 (6.9) (2.7)
NYMOX PHARMACEUT NY2 TH 1.4 (6.9) (2.7)
OCI PARTNERS LP OCIP US 438.9 (122.9) 72.2
ODYSSEY MARINE OMEX US 29.2 (5.6) (16.0)
OMEROS CORP OMER US 23.1 (12.3) 10.4
OMEROS CORP 3O8 GR 23.1 (12.3) 10.4
OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0)
OPHTHTECH CORP O2T GR 40.2 (7.3) 34.3
OPHTHTECH CORP OPHT US 40.2 (7.3) 34.3
PALM INC PALM US 1,007.2 (6.2) 141.7
PDL BIOPHARMA IN PDLI US 401.4 (1.3) 46.7
PDL BIOPHARMA IN PDL TH 401.4 (1.3) 46.7
PDL BIOPHARMA IN PDL GR 401.4 (1.3) 46.7
PHILIP MORRIS IN PM FP 36,795.0 (5,908.0) (2.0)
PHILIP MORRIS IN 4I1 GR 36,795.0 (5,908.0) (2.0)
PHILIP MORRIS IN PM1EUR EU 36,795.0 (5,908.0) (2.0)
PHILIP MORRIS IN 4I1 TH 36,795.0 (5,908.0) (2.0)
PHILIP MORRIS IN PM US 36,795.0 (5,908.0) (2.0)
PHILIP MORRIS IN PMI SW 36,795.0 (5,908.0) (2.0)
PHILIP MORRIS IN PM1CHF EU 36,795.0 (5,908.0) (2.0)
PHILIP MORRIS IN PM1 TE 36,795.0 (5,908.0) (2.0)
PHILIP MRS-BDR PHMO34 BZ 36,795.0 (5,908.0) (2.0)
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9)
PLY GEM HOLDINGS PG6 GR 1,102.0 (70.2) 194.4
PLY GEM HOLDINGS PGEM US 1,102.0 (70.2) 194.4
PROTALEX INC PRTX US 2.0 (7.6) (0.5)
PROTECTION ONE PONE US 562.9 (61.8) (7.6)
QUALITY DISTRIBU QLTY US 474.4 (42.0) 99.0
QUINTILES TRANSN QTS GR 2,648.2 (797.9) 435.1
QUINTILES TRANSN Q US 2,648.2 (797.9) 435.1
RE/MAX HOLDINGS RMAX US 238.1 (23.7) 31.5
RE/MAX HOLDINGS 2RM GR 238.1 (23.7) 31.5
REGAL ENTERTAI-A RETA GR 2,608.4 (697.9) (21.2)
REGAL ENTERTAI-A RGC US 2,608.4 (697.9) (21.2)
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
RENTPATH INC PRM US 208.0 (91.7) 3.6
REVLON INC-A REV US 1,259.4 (619.8) 192.4
REVLON INC-A RVL1 GR 1,259.4 (619.8) 192.4
RINGCENTRAL IN-A RNG US 48.5 (20.7) (22.8)
RINGCENTRAL IN-A 3RCA GR 48.5 (20.7) (22.8)
RITE AID CORP RTA GR 7,169.0 (2,317.9) 1,943.6
RITE AID CORP RAD US 7,169.0 (2,317.9) 1,943.6
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
SALLY BEAUTY HOL SBH US 1,925.8 (294.4) 503.5
SALLY BEAUTY HOL S7V GR 1,925.8 (294.4) 503.5
SILVER SPRING NE 9SI GR 506.9 (86.7) 69.5
SILVER SPRING NE 9SI TH 506.9 (86.7) 69.5
SILVER SPRING NE SSNI US 506.9 (86.7) 69.5
SUNESIS PHARMAC SNSS US 50.6 (5.8) 15.3
SUNESIS PHARMAC RYIN TH 50.6 (5.8) 15.3
SUNESIS PHARMAC RYIN GR 50.6 (5.8) 15.3
SUNGAME CORP SGMZ US 0.2 (2.0) (2.0)
SUPERVALU INC SJ1 GR 4,738.0 (1,031.0) 154.0
SUPERVALU INC SJ1 TH 4,738.0 (1,031.0) 154.0
SUPERVALU INC SVU US 4,738.0 (1,031.0) 154.0
TAUBMAN CENTERS TU8 GR 3,438.8 (211.5) -
TAUBMAN CENTERS TCO US 3,438.8 (211.5) -
THRESHOLD PHARMA THLD US 104.5 (25.2) 80.0
THRESHOLD PHARMA NZW1 GR 104.5 (25.2) 80.0
TOWN SPORTS INTE T3D GR 408.9 (40.4) (3.9)
TOWN SPORTS INTE CLUB US 408.9 (40.4) (3.9)
TROVAGENE INC-U TROVU US 9.6 (2.5) 7.1
ULTRA PETROLEUM UPM GR 2,062.9 (441.1) (266.6)
ULTRA PETROLEUM UPL US 2,062.9 (441.1) (266.6)
UNISYS CORP UIS US 2,237.7 (1,509.9) 411.6
UNISYS CORP UIS1 SW 2,237.7 (1,509.9) 411.6
UNISYS CORP UISCHF EU 2,237.7 (1,509.9) 411.6
UNISYS CORP UISEUR EU 2,237.7 (1,509.9) 411.6
UNISYS CORP USY1 TH 2,237.7 (1,509.9) 411.6
UNISYS CORP USY1 GR 2,237.7 (1,509.9) 411.6
VECTOR GROUP LTD VGR GR 1,069.5 (129.5) 384.8
VECTOR GROUP LTD VGR US 1,069.5 (129.5) 384.8
VENOCO INC VQ US 695.2 (258.7) (39.2)
VERISIGN INC VRSN US 2,330.0 (493.8) 97.7
VERISIGN INC VRS TH 2,330.0 (493.8) 97.7
VERISIGN INC VRS GR 2,330.0 (493.8) 97.7
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
VISKASE COS I VKSC US 334.7 (3.4) 113.5
VR HOLDINGS INC VRHD US 0.0 (0.6) (0.6)
WEIGHT WATCHERS WW6 GR 1,310.8 (1,561.1) (84.7)
WEIGHT WATCHERS WTW US 1,310.8 (1,561.1) (84.7)
WEST CORP WT2 GR 3,462.1 (819.5) 338.0
WEST CORP WSTC US 3,462.1 (819.5) 338.0
WESTMORELAND COA WLB US 933.6 (281.6) (11.1)
XERIUM TECHNOLOG XRM US 600.8 (35.1) 123.8
XOMA CORP XOMA GR 76.9 (16.9) 46.5
XOMA CORP XOMA TH 76.9 (16.9) 46.5
XOMA CORP XOMA US 76.9 (16.9) 46.5
ZOGENIX INC ZGNX US 53.4 (16.1) 2.1
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2013. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.
*** End of Transmission ***