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/raid1/www/Hosts/bankrupt/TCR_Public/131111.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 11, 2013, Vol. 17, No. 313 Headlines AEMETIS INC: Inks Waiver Agreement with Third Eye ALLIED IRISH: Raises EUR500 Million in Term Funding AMERICAN ORIENTAL: Has $12.84-Mil. Net Loss in Q2 Ended June 30 ASPEN GROUP: David Garrity Quits as EVP Corporate Development BLOCKBUSTER INC: Dish Network to Close Remaining U.S. Stores BOREAL WATER: Files Amendment No. 3 to the 2012 Form 10-K BOREAL WATER: Files 2nd Amendment to Q3 2012 Report BUILDERS FIRSTSOURCE: Files Form 10-Q, Posts $12.8MM Income in Q3 CAMCO FINANCIAL: FDIC Terminates Bank Consent Order CLUB AT SHENANDOAH: Cash Collateral Hearing Continued to Dec. 3 COMSTOCK MINING: Reports $6.6 Million of Mining Revenue in Q3 CROWN MEDIA: Posts $10 Million Net Income in Third Quarter DEEP PHOTONICS: Bankruptcy Case Converted to Chapter 7 Liquidation DESIGNLINE CORP: Richards Layton Approved as Bankruptcy Co-Counsel ECO BUILDING: Incurs $24.6 Million Net Loss in Fiscal 2013 ECOTALITY INC: Has Approval for $1.25-Mil. DIP Loan From Nissan ECOTALITY INC: Committee, UST Object to Incentive Program ECOTALITY INC: Court OKs Sale of Assets to Three Separate Bidders ECOTALITY INC: Hires FTI as Crisis Managers and Fin'l Advisor EDENOR SA: Closes Sale of Interests in Empresa for AR$55.6-Mil. EDISON MISSION: Addressed UST's Concerns on Plan Sponsor Deal EWGS INTERMEDIARY: Court Enters Joint Administration Order EWGS INTERMEDIARY: Hires Epiq as Claims & Noticing Agent EXIDE TECHNOLOGIES: Jan 31 Bar Date for Personal Injury Claims GROEB FARMS: U.S. Trustee Names 5-Member Creditors' Panel GROEB FARMS: Court Schedules Nov. 21 Disclosure Statement Hearing GROEB FARMS: Has Interim OK to Hire Foley & Lardner as Counsel JEFFERSON COUNTY, AL: Confirmation Hearing Continued to Nov. 20 KPNQWEST: CenturyLink Provides Update on Settlement LANDAUER HEALTH: Wants Lease Decision Period Extended to March 14 LEHMAN BROTHERS: Says Freddie Mac's $1.2BB Claim "Unsecured" LEHMAN BROTHERS: CarVal Failed in Bid for Turnover of Documents LEHMAN BROTHERS: Settles Swap Deal Disputes With ABS LIBOR LEHMAN BROTHERS: Sues Giants Stadium Over Cancelled Swap Contracts LIQUIDMETAL TECHNOLOGIES: Expects to Arbitrate Dispute with VPC MACROSOLVE INC: Incurs $121,000 Net Loss in Third Quarter METRO FUEL: Committee Wants Co-Exclusive Rights to File Plan METRO FUEL: Court OKs Stipulated Order on NYCB's Conversion Motion MF GLOBAL: SIPC Applauds Trustee on Return of Customer Property MF GLOBAL: CME Unveils Agreements to Expedite Customer Payments MOBILESMITH INC: Sells Add'l $130,000 Convertible Note MORGANS HOTEL: Yucaipa Plans to Make $8 Per Share Buyout Proposal NATIONAL HOLDINGS: Bryant Riley Held 6.3% Stake at Oct. 24 OHANA GROUP: Asks Court to Expand Scope of Krikorian Engagement OPTA MINERALS: In Process of Amending Certain Bank Covenant Ratios OVERLAND STORAGE: Inks Pact to Acquire Tandberg Data PACIFIC GOLD: Asher Enterprises Held 9.9% Stake as of Nov. 1 PATRIOT COAL: Gets Authorization to Proceed with Rights Offering QUEEN ELIZABETH: Opposes Dismissal, Touts "Good Faith" Filing REEVES DEVELOPMENT: IberiaBank Opposes Bid to Use Cash Collateral RESIDENTIAL CAPITAL: Plan Objections Filed Ahead of Nov 19 Hearing RESIDENTIAL CAPITAL: Proponents File Plan Supplement Exhibits RESIDENTIAL CAPITAL: Wants to Approve GMACM and GVC Settlement RESIDENTIAL CAPITAL: May Pay $2-Mil. Bonus to Lewis Kruger RESIDENTIAL CAPITAL: MoFo's Lampe Walled Off From Ch.11 Case SANTEON GROUP: Divests eBenefits Network Business for $500,000 SINO-FOREST CORP: Nov. 18 Settlement Approval Order Hearing Set STRATUS MEDIA: Board Elects Two New Directors TRANSGENOMIC INC: LeRoy Kopp Held 16.1% Stake as of Oct. 25 VELTI INC: Employs BMC Group as Claims & Noticing Agent VERMILLION INC: Won't Nominate Two Directors at Annual Meeting ZOGENIX INC: Posts $10.85-Mil. Net Loss in Sept. 30 Quarter * BOND PRICING -- For Week From Oct. 28 to Nov. 1 ********* AEMETIS INC: Inks Waiver Agreement with Third Eye ------------------------------------------------- Aemetis, Inc., and its wholly-owned subsidiaries Aemetis Advanced Fuels Keyes, Inc., and Aemetis Facility Keyes, Inc., entered into a Limited Waiver and Amendment No. 6 to Amended and Restated Note Purchase Agreement with Third Eye Capital Corporation, as agent for the noteholders who are a party thereto. Amendment No. 6 amends the Amended and Restated Note Purchase Agreement, dated July 6, 2012, among the Company, Administrative Agent and Lenders. Pursuant to Amendment No. 6, the Administrative Agent, on behalf of the Lenders, agreed to waive the following covenants under the Credit Agreement: (i) the delivery to the Administrative Agent of the independent crush margin and EBITDA calculation, and of feedstock procurement quotes from independent commodity trading houses; and (ii) Borrower's sale of certain equipment to a third party. Both obligations in (i) will now be completed as part of the consulting agreement between the Administrative Agent and FTI Consulting Inc, at the sole expense of the Borrowers. The proceeds from the sale transaction in (ii) will be wired to the Administrative Agent within two business days of receipt by Borrowers of the equipment sale proceeds of approximately $631,623. Pursuant to Amendment No.6, the parties agree to amend the Credit Agreement, among others, as follows: (i) extension of each of the Acquisition Notes Stated Maturity Date, Existing Notes Stated Maturity Date, Revenue Participation Notes Stated Maturity Date , and Revolving Note Stated Maturity Date, which is July 6, 2014, for one additional period of six months upon written notice to the Administrative Agent provided no Event of Default has occurred and payment by the Borrowers to the Administrative Agent of an extension fee in cash in an amount equal to 3 percent of the Notes Indebtedness in respect of each note; (ii) waive the Free Cash Flow requirement for the quarter ended March 31, 2014, (iii) require the Borrower to obtain a national market listing by Dec. 31, 2013; (iv) the order in which payments are applied to the principal outstanding under the Notes in accordance with the Principal Waterfall; and (v) modified the meaning and terms of the Principal Waterfall. In consideration for Amendment No. 6, the Borrowers agreed to pay the Lenders: (i) waiver and amendment fee of $500,000 which will be added to the outstanding principal balance of the Revolving Notes; and (ii) a waiver and amendment fee by issuance of one (1) million shares of common stock of the Company. Should the Borrower be unable to obtain a national market listing by Dec. 31, 2013, the Borrower agreed to issue to the Lenders an additional one (1) million shares of common stock of the Company. A copy of the Amendment No. 6 is available for free at: http://is.gd/hLeQyN About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt about Aemetis, Inc.'s ability to continue as a going concern following the annual results for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and its cash flows from operations are not sufficient to cover debt service requirements. The Company reported a net loss of $4.3 million on $189.0 million of revenues in 2012, compared with a net loss of $18.3 million on $141.9 million of revenues in 2011. As of June 30, 2013, the Company had $96.54 million in total assets, $107.01 million in total liabilities, and a $10.47 million total stockholders' deficit. ALLIED IRISH: Raises EUR500 Million in Term Funding --------------------------------------------------- Allied Irish Banks, p.l.c. has agreed a EUR500 million two year floating rate bilateral term funding transaction through BofA, Merrill Lynch and Deutsche Bank, secured by a high quality portfolio of Irish credit card receivables. This is the first transaction of its kind for an Irish Bank and establishes a structure which is expected to provide a stable source of cost effective funding into the future. It is consistent with AIB's stated strategy to engage with the market in a balanced and measured manner with a series of well placed, appropriately structured and priced transactions. Fergus Murphy, Director of Products at AIB, said, "This transaction is another step in diversifying AIB's funding base and will further reduce AIB's reliance on monetary authority funding." The transaction has no impact on AIB's credit card customers. About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. The Company reported a loss of EUR2.29 billion in 2011, a loss of EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009. Allied Irish's consolidated statement of financial position for the year ended Dec. 31, 2011, showed EUR136.65 billion in total assets, EUR122.18 billion in total liabilities and EUR14.46 billion in shareholders' equity. Allied Irish's balance sheet at June 30, 2012, showed EUR129.85 billion in total assets, EUR116.59 billion in total liabilities and EUR13.26 billion in total shareholders' equity. AMERICAN ORIENTAL: Has $12.84-Mil. Net Loss in Q2 Ended June 30 --------------------------------------------------------------- American Oriental Bioengineering, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $12.84 million on $20.22 million of revenues for the three months ended June 30, 2013, compared to a net loss of $25.77 million on $27.45 million of revenues for the same period last year. The Company's balance sheet at June 30, 2013 showed $418.8 million in total assets, $116.91 million in total liabilities, and stockholders' equity of $301.89 million. A copy of the Form 10-Q is available at: http://is.gd/mtdBCc About American Oriental American Oriental Bioengineering, Inc. -- http://www.bioaobo.com/ -- is a Beijing, China-based, vertically integrated pharmaceutical company dedicated to improving health through the development, manufacture and commercialization of a broad range of pharmaceutical and healthcare products. A majority of the Company's current products are manufactured using plant based materials. The Company's business is comprised of prescription pharmaceutical products, over-the-counter pharmaceutical products and nutraceutical products. ASPEN GROUP: David Garrity Quits as EVP Corporate Development ------------------------------------------------------------- David Garrity has resigned as executive vice president, Corporate Development of Aspen Group, Inc., to pursue other business interests. The Board of Directors and Management of the Company thank Mr. Garrity for his service, wish him well in his endeavors and may retain his service as a consultant in the future. In connection with his resignation, the Company agreed to pay Mr. Garrity three months of severance at the same rate as his current base salary, or $25,000, payable in accordance with the Company's standard payroll practices. The Company agreed that Mr. Garrity's vested stock options will remain exercisable for the balance of their respective terms. Additionally, Mr. Garrity agreed to not sell any of his shares of common stock or shares of stock underlying options for six months. About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. The Company reported a net loss of $6.01 million on $2.68 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.13 million on $2.34 million of revenues during the prior year. The Company's balance sheet at July 31, 2013, showed $3.77 million in total assets, $3.96 million in total liabilities and a $194,085 total stockholders' deficiency. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the transition period ending April 30, 2013. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities for the four months ended April 30, 2013, of $1,402,982 and $918,941, respectively, and has an accumulated deficit of $12,740,086 at April 30, 2013. These matters raise substantial doubt about the Company's ability to continue as a going concern. BLOCKBUSTER INC: Dish Network to Close Remaining U.S. Stores ------------------------------------------------------------ Martin Peers and Shalini Ramachandran, writing for The Wall Street Journal, reported that the Blockbuster store, a fixture of many American neighborhoods for 25 years, will all but disappear in coming months, the chain's owner, Dish Network Corp., said on Nov. 6. According to the report, Dish, which bought the Blockbuster video- rental chain out of bankruptcy in 2011, said it would close the roughly 300 remaining stores it owns by early January. About 50 stores in the U.S. operated by franchisees, and more overseas, will remain open. The closures, which Dish said will cost the jobs of about 2,800 employees, signal the end of an era in the entertainment industry, the latest example of how brick-and-mortar chains are being displaced by digital competitors, the report said. From its origins in the 1980s, when consumers still considered renting and watching movies at their own convenience a relative novelty, Blockbuster grew into a goliath, the report related. It had roughly 5,500 stores nationwide as recently as 2005, including franchised locations. But the chain's dominance began to erode as DVDs replaced videocassettes, allowing rivals like Netflix Inc. to emerge, renting DVDs through the mail. Later, digital delivery took off, including video-on-demand services offered by cable TV and on the Web. More recently, Netflix has expanded into streaming movies and TV shows online, while another rival, Outerwall Inc.'s Redbox, has rented DVDs through kiosks and expanded into streaming online. Blockbuster made various efforts to diversify its business, but they proved too little, too late, the report further related. Several years after Netflix launched its DVD-by-mail business, Blockbuster followed suit, despite its initial skepticism about the market's potential. About Blockbuster Inc. Blockbuster Inc., the movie rental chain with a library of more than 125,000 titles, along with 12 U.S. affiliates, initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23, 2010. It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the U.S. Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. The Official Committee of Unsecured Creditors retained Cooley LLP as its counsel. In April 2011, Blockbuster conducted a bankruptcy court-sanctioned auction for all the assets. Dish Network Corp. won with an offer having a gross value of $320 million. The Debtor changed its name from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased all assets, including the trade name. BOREAL WATER: Files Amendment No. 3 to the 2012 Form 10-K --------------------------------------------------------- Boreal Water Collection, Inc., filed with the U.S. Securities and Exchange Commission on Nov. 4, 2013, an amendment no. 3 to the annual report on Form 10-K for the year ended Dec. 31, 2012. In the Form 10-K, Patrick Rodgers CPA expressed substantial doubt about the Company's ability to continue as a going concern, citing the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. The Company reported a net loss of $822,902 on $2.68 million of sales in 2012, compared with a net loss of $1.28 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $3.74 million in total assets, $3.91 million in total liabilities, and stockholders' deficit of $173,084. A copy of the Amendment No. 3 to the Form 10-K is available at: http://is.gd/k6a09F About Boreal Water Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a personalized bottled water company specializing in premium custom bottled water. The Company reported a net loss of $822,902 on $2.7 million of sales in 2012, compared with a net loss of $1.3 million on $2.7 million of sales in 2011. The Company's balance sheet at June 30, 2013, showed $3.50 million in total assets, $3.94 million in total liabilities and a $437,292 total stockholders' deficiency. In the auditors's report accompanying the consolidated financial statements for the year ended Dec. 31, 2012, Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, expressed substantial doubt about Boreal Water's ability to continue as a going concern. Mr. Rodgers noted that the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. BOREAL WATER: Files 2nd Amendment to Q3 2012 Report --------------------------------------------------- Boreal Water Collection, Inc., filed with the U.S. Securities and Exchange Commission an amendment no. 2 to the Form 10-Q for the quarter ended Sept. 30, 2012. In the document, the company reported a net loss of $279,408 on $779,030 of sales for the three months ended Sept. 30, 2012, compared to a net loss of $367,706 on $841,381 of sales in Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2012, showed $3.9 million in total assets, $3.86 million in total liabilities, and stockholders' equity of $35,839. A copy of the Amendment No. 2 to the Form 10-Q is available at: http://is.gd/RAHKNk About Boreal Water Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a personalized bottled water company specializing in premium custom bottled water. The Company reported a net loss of $822,902 on $2.7 million of sales in 2012, compared with a net loss of $1.3 million on $2.7 million of sales in 2011. The Company's balance sheet at June 30, 2013, showed $3.50 million in total assets, $3.94 million in total liabilities and a $437,292 total stockholders' deficiency. In the auditors's report accompanying the consolidated financial statements for the year ended Dec. 31, 2012, Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, expressed substantial doubt about Boreal Water's ability to continue as a going concern. Mr. Rodgers noted that the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. BUILDERS FIRSTSOURCE: Files Form 10-Q, Posts $12.8MM Income in Q3 ----------------------------------------------------------------- Builders Firstsource, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $12.79 million of $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 of $783.08 million of sales for the same period during the prior year. 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. A copy of the Form 10-Q is available for free at: http://is.gd/Bp5Vui 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. CAMCO FINANCIAL: FDIC Terminates Bank Consent Order --------------------------------------------------- Camco Financial Corporation, the bank holding company for Advantage Bank, announced the termination, effective immediately, of the Consent Order dated Feb. 9, 2012, issued by the Federal Deposit Insurance Corporation and the State of Ohio's Department of Commerce, Division of Financial Institutions (Ohio Division). James E. Huston, president and CEO, said, "We are extremely pleased to have the Consent Order terminated following four years of hard work to restore Advantage Bank to a sound financial position while also pursuing our long-term growth strategy. The significant progress that has been achieved during this period reflects the strong support we have received from employees, customers and shareholders. We can now move forward with increased confidence." Advantage Bank has an understanding with the FDIC and Ohio Division that it will submit certain plans and reports to the FDIC and the Ohio Division, to seek the FDIC's and Ohio Division's prior consent before issuing any dividends to CAFI, and to maintain its Tier 1 Leverage Capital Ratio at a minimum of 8.50 percent and its Total Risk Based Capital Ratio at a minimum of 12.00 percent. At Sept. 30, 2013, Advantage's Tier 1 Leverage Capital Ratio was 8.88 percent and its Total Risk Based Capital Ratio was 12.91 percent. Amends Rights Offering Camco Financial filed with the U.S. Securities and Exchange Commission a post-effective amendment to its Form S-1 registration statement relating to the distribution, at no charge to the Company's stockholders, non-transferable subscription rights to purchase up to 5,714,286 shares of the Company's common stock, $1.00 par value per share. In the rights offering, holders will receive one subscription right for each share of common stock that they hold as of 5:00 p.m. Eastern Time, on July 29, 2012, the record date of the rights offering. The subscription rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on Oct. 31, 2012. The Company reserves the right to extend the expiration date one or more times, but in no event will the Company extends the rights offering beyond Dec. 31, 2012. A copy of the Amendment is available for free at: http://is.gd/KNHOSA To Issue 1.6MM Shares Camco Financial also registered with the SEC 1,617,864 shares of its common stock issuable under the Company's 2013 Equity Plan. The proposed maximum aggregate offering price is $10.06 million. A copy of the Form S-8 is available at http://is.gd/H1EoSO About Camco Financial Cambridge, Ohio-based Camco Financial Corporation is a bank holding company that was organized under Delaware law in 1970. Camco is engaged in the financial services business in Ohio, Kentucky and West Virginia, through its wholly-owned subsidiary, Advantage Bank, an Ohio bank. On March 31, 2011, Camco divested activities related to Camco Title Agency and decertified as a financial holding company. Camco remains a bank holding company and continues to be regulated by the Federal Reserve Board. Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the Corporation's bank subsidiary is not in compliance with revised minimum regulatory capital requirements under a formal regulatory agreement with the banking regulators, and that failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital does not meet the requirements set forth in the 2012 Consent Order. As a result, the Corporation will need to increase capital levels. The Corporation reported net earnings of $4.2 million on net interest income (before provision for loan losses) of $23.9 million in 2012, compared with net earnings of $214,000 on net interest income of $214,000 on net interest income (before provision for loan losses) of $25.9 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $760.59 million in total assets, $693.31 million in total liabilities and $67.28 million in stockholders' equity. CLUB AT SHENANDOAH: Cash Collateral Hearing Continued to Dec. 3 --------------------------------------------------------------- U.S. Bankruptcy Judge Mark Houle approved an agreement to continue to Dec. 3 the final hearing to approve The Club at Shenandoah Springs Village, Inc.'s use of cash collateral. Judge Houle approved the agreement on condition that the replacement liens will only be granted to General Electric Corp., which asserts an interest in the cash collateral, if the use of cash collateral post-petition results in a diminution in the value of General Electric's collateral. The agreement requires the resort owner to file by Nov. 19 any supplemental brief in support of its motion to use the cash collateral; and General Electric to file by Nov. 26 any supplemental opposition to the motion. The Club at Shenandoah, in its motion, stated that it needed additional time to conduct negotiations with General Electric on its business operations, sale of its assets, and the consensual use of cash collateral. About The Club At Shenandoah Springs Village The Club At Shenandoah Springs Village, Inc., owns The Club At Shenandoah Springs Village, a golf and leisure resort in Thousand Palms, a desert region of central California. It filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on Dec. 3, 2012. The Debtor estimated both assets and liabilities of between $10 million and $50 million. Judge Mark D. Houle presides over the case. Daniel A. Lev, Esq., and Steven Worth, Esq., at SulmeyerKupetz, in Los Angeles, Calif., represent the Debtor as counsel. COMSTOCK MINING: Reports $6.6 Million of Mining Revenue in Q3 ------------------------------------------------------------- Comstock Mining Inc. reported selected unaudited financial results for the quarter ended Sept. 30, 2013. Comstock's Chief Executive Officer, Corrado De Gasperis commented, "Our ramp up and productivity gains have yielded record production for the quarter, including a 39% increase in silver shipments over the prior quarter. The issuance of the expanded Water Control Permit quadruples our permitted capacity and positions us well to double our revenue for next year, significantly reduce our unit costs and, most importantly, generate positive cash flow. We are building an extraordinary business through production and development growth and land expansion, all while running a most responsible Nevada-mining enterprise." Net loss for Q3 2013 was $4.5 million, or $(0.09) per common share as compared to $9 million for Q3 2012, or $(0.24) per common share. The decrease of $4.5 million resulted primarily from a $6.6 million increase in mining revenue, a $4.2 million decrease in all other operating and other expenses, offset by $6.4 million of costs applicable to mining. Mining revenue from gold sales for Q3 2013 was $6.6 million, as compared to $6.8 million for Q2 2013. Gold shipments were 5,214 ounces in Q3 2013, a 6% increase as compared to 4,921 ounces in Q2 2013. A complete copy of the press release is available for free at: http://is.gd/PV537U About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining incurred a net loss of $30.76 million in 2012, a net loss of $11.60 million in 2011 and a net loss of $60.32 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $46.49 million in total assets, $24.78 million in total liabilities and $21.70 million in total stockholders' equity. CROWN MEDIA: Posts $10 Million Net Income in Third Quarter ---------------------------------------------------------- Crown Media Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income attributable to common stockholders of $10 million on $84.37 million of net total revenue for the three months ended Sept. 30, 2013, as compared with net income attributable to common stockholders of $11.49 million on $77.05 million of net total revenue for the same period a year ago. For the nine months ended Sept. 30, 2013, the Company reported net income attributable to common stockholders of $41.05 million on $259.41 million of net total revenue as compared with net income attributable to common stockholders of $37.24 million on $247.56 million of net total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.01 billion in total assets, $638.11 million in total liabilities and $372.47 million in total stockholders' equity. "Crown Media marked an important milestone in the third quarter as Hallmark Channel launched its first original scripted series, Cedar Cove, to great success. The series maintained strong ratings over the course of its 13-week season and demonstrated that our viewers have an appetite for episodic programming," said Bill Abbott, president and CEO, Crown Media Family Networks. "In addition, Hallmark Movie Channel has continued its remarkable growth, with double-digit increases in audience delivery. Boosted by this increase, we experienced a solid increase of 10% in advertising revenue for the quarter compared to the same period last year. Going into fourth quarter with amplified holiday programming offerings, we are optimistic and expect to close out a successful 2013." A copy of the Form 10-Q is available for free at: http://is.gd/8tECVb About Crown Media Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ: CRWN) -- http://www.hallmarkchannel.com/-- owns and operates cable television channels dedicated to high quality, broad appeal, entertainment programming. The Company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 90 million subscribers in the U.S. Crown Media also operates a second 24-hour linear channel, Hallmark Movie Channel, available in both HD and SD, which focuses on family-friendly movies with a mix of classic theatrical films, presentations from the acclaimed Hallmark Hall of Fame library, original Hallmark Channel movies and special events. Bankruptcy Warning "Our debt agreements contain restrictions that limit our flexibility in operating our business. Our senior secured credit facilities and the indenture governing the Notes contain a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things: * incur additional debt or issue certain preferred shares; * pay dividends on or make distributions in respect of the Company's capital stock or make other restricted payments; * make certain payments on debt that is subordinated or secured on a junior basis; * make certain investments; * sell certain assets; * create liens on certain assets; * consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; * enter into certain transactions with our affiliates; and * designate our subsidiaries as unrestricted subsidiaries. Any of these restrictions could limit our ability to plan for or react to market conditions and could otherwise restrict corporate activities. Any failure to comply with these covenants could result in a default under our senior secured credit facilities and the indenture governing the Notes. Upon a default, unless waived, the lenders under our senior secured credit facilities could elect to terminate their commitments, cease making further loans, foreclose on our assets pledged to such lenders to secure our obligations under the senior secured credit facilities and force us into bankruptcy or liquidation," the Company said in its annual report for the year ended Dec. 31, 2012. * * * As reported by the TCR on May 28, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Studio City, Calif.-based cable network company Crown Media Holdings Inc. to 'B+' from 'B'. "The upgrade reflects Crown Media's recent operating performance, which achieved higher EBITDA and lower leverage than our expectations," said Standard & Poor's credit analyst Deborah Kinzer. Crown Media carries a B2 Corporate Family Rating from Moody's Investors Service. Crown Media's B2 CFR reflects the company's small size and niche market position among cable network operators, concentration in two Hallmark-branded channels, reliance on licensed third party content for a majority of its programming, and high leverage. DEEP PHOTONICS: Bankruptcy Case Converted to Chapter 7 Liquidation ------------------------------------------------------------------ Judge Trish Brown of the U.S. Bankruptcy Court for the District of Oregon ordered the conversion of Deep Photonics Corp.'s Chapter 11 reorganization case to a Chapter 7 liquidation. The bankruptcy judge also appointed Kenneth Eiler of Portland, Oregon, as interim trustee of Deep Photonics' estate. In connection with the conversion of Deep Photonics' case, Judge Brown required either the company or the Chapter 11 trustee, if one is appointed, to file necessary documents including the company's statement of financial affairs and schedules of assets and liabilities. Lawyer for Deep Photonics, Ava Schoen, Esq. at Tonkon Torp LLP, said the company's secured lenders and other concerned parties agree that the conversion of the case is beneficial to both the company and creditors. About Deep Photonics Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D. Ore. Case No. 12-35626) on July 20, 2012. Deep Photonics designs and manufactures innovative solid-state fiber lasers. The Debtor scheduled $75,111,128 in assets and $4,917,393 in liabilities. Bankruptcy Judge Trish M. Brown presides over the case. Timothy J. Conway, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve as the Debtor's counsel. The petition was signed by Theodore Alekel, president. Raytex Corporation and Raytex USA Corporation filed a joinder to the Second Motion to Dismiss. The Raytex Entities relate that they made a good faith effort through telephone conferences to resolve the dispute, but have been unable to do so. S. Ward Greene, Esq., of Greene & Markley, P.C., represents the Raytex Entities. DESIGNLINE CORP: Richards Layton Approved as Bankruptcy Co-Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of North Carolina authorized Designline Corporation and Designline USA, LLC, to employ Richards, Layton & Finger, P.A. as co-counsel. As reported in the Troubled Company Reporter on Oct. 3, 2013, the firm will provide these services: a) prepare all necessary petitions, motions, applications, orders, reports, and papers necessary to commence the chapter 11 cases; b) advise the Debtors of their rights, powers, and duties as debtors and debtors in possession under chapter 11 of the Bankruptcy Code; c) prepare on behalf of the Debtors all motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtors' estates. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Professional Rates ------------ ----- Mark D. Collins $775 per hour Michael J. Merchant $600 per hour Amanda R. Steele $350 per hour Barbara J. Witters $215 per hour About DesignLine DesignLine Corporation is a manufacturer of coach, electric and range-extended electric (hybrid) buses founded in Ashburton, New Zealand in 1985. It was acquired by American interests in 2006, and DesignLine Corporations' headquarters was relocated to Charlotte, North Carolina. DesignLine Corporation is no longer affiliated with the DesignLine operations in New Zealand, which was placed in liquidation in 2011. DesignLine Corporation and DesignLine USA LLC originally sought Chapter 11 protection with the U.S. Bankruptcy Court for the District of Delaware (Lead Case Nos. 13-12089 and 13-12090), on Aug. 15, 2013. Katie Goodman signed the petitions as chief restructuring officer. The Debtors estimated assets and debts of at least $10 million. On Sept. 5, 2013, the case was transferred to the U.S. Bankruptcy Court for the Western District of North Carolina (Case Nos. 13-31943 and 13-31944). Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors' bankruptcy counsel. The Debtors' financial advisor is GGG Partners LLC. A five-member unsecured creditors panel has been appointed in the Debtors' cases. Moon Wright & Houston PLLC and Benesch, Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee. The Committee tapped to retain CBIZ MHM, LLC as their financial advisor. ECO BUILDING: Incurs $24.6 Million Net Loss in Fiscal 2013 ---------------------------------------------------------- Eco Building Products, Inc., filed with the U.S. Securities and Exchange Commission on Form 10-K disclosing a net loss of $24.59 million on $5.22 million of total revenue for the year ended June 30, 2013, as compared with a net loss of $11.17 million on $3.72 million of total revenue during the prior year. The Company's balance sheet at June 30, 2013, showed $2.17 million in total assets, $17.82 million in total liabilities and a $15.64 million total stockholders' deficit. Sam Kan & Company, in Alameda, 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 generated minimal operating revenues, losses from operations, significant cash used in operating activities and its viability is dependent upon its ability to obtain future financing and successful operations. These factors 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/C2INdm About Eco Building Vista, Calif.-based Eco Building Products is a manufacturer of proprietary wood products treated with an eco-friendly proprietary chemistry that protects against mold, rot, decay, termites and fire. ECOTALITY INC: Has Approval for $1.25-Mil. DIP Loan From Nissan --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona early last month entered a final order authorizing Electric Transportation Engineering Corporation (d/b/a Ecotality North America), et al., to obtain secured, superpriority postpetition financing consisting of a term loan in the principal amount of $1,250,000 from Nissan North America, Inc. The Debtors are authorized to use the proceeds from the DIP Financing to (i) fund the borrowers' operations until the Sale, (ii) to fund a maximum of $27,000 for the operations of the Operating Subsidiaries and (iii) to pay certain administrative costs necessary to maintain the corporate existence of the Guarantors' operations (not to exceed $5,000 per individual Debtor), in each case, in accordance with the terms of the proposed budget. Interest will accrue on the outstanding principal balance of the Term Loan at a per annum rate equal to 5.0%. All interest will be due and payable on the Maturity Date. A copy of the Final DIP Financing Order is available at: http://bankrupt.com/misc/ecotality.doc128.pdf About Ecotality Inc. Headquartered in San Francisco, California, Ecotality, Inc. (Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of electric transportation and storage technologies. Ecotality Inc. along with affiliates including lead debtor Electric Transportation Engineering Corp. sought Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16, 2013, with plans to sell the business at an auction. The cases are assigned to Chief Judge Randolph J. Haines. The Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds, Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los Angeles, California. The Debtors' local counsel is Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix, Arizona. FTI Consulting, Inc. serves as the Debtors' crisis manager and financial advisor. The Debtors' claims and noticing agent is Kurtzman Carson Consultants LLC. Electric Transportation estimated assets of $10 million to $50 million and debt of $100 million to $500 million. Unlike most companies in bankruptcy, Ecotality has no secured debt. It simply ran out of money. There's $5 million owing on convertible notes, plus liability on leases. Part of pre-bankruptcy financing took the form of a $100 million cost-sharing grant from the U.S. Energy Department. In view of the San Francisco-based company's financial problems, the government cut off the grant when $84.8 million had been drawn. On Sept. 24, 2013, the Office of the United States Trustee for Region 14 appointed a committee of unsecured creditors. In October 2013, the bankruptcy judge cleared Ecotality to sell its assets after three separate bidders offered $4.3 million in total for the company's assets at an auction. ECOTALITY INC: Committee, UST Object to Incentive Program --------------------------------------------------------- The Official Committee of Unsecured Creditors of debtors Electric Transportation Engineering Corporation (d/b/a Ecotality North America, et al., and Ilene J. Lashinsky, the United States Trustee for the District of Arizona, object to the entry of an order approving and authorizing implementation of the Debtors' proposed key employee retention and incentive program. The Committee tells the Court that the Debtors have offered no justification for such a huge expenditure of cash bonuses (employees are still being paid) when cash needs to be spent on necessary operations and administrative expenses. The Committee explains, "Despite the Debtors' concern that several employees have resigned or are on the brink, most of the so-called defections occurred pre-petition and only four employees have resigned post-filing. The Motion was not filed until Oct. 2, 2013, one week prior to the scheduled auction on Oct. 8, 2013, and the sale hearing on Oct. 9, 2013, and the Debtors did not seek emergency relief. Certainly, this is evidence that the woeful "max exodus" of employees is not realistic. "It appears at this juncture, that a sale of Debtors' assets will occur and of course, the purchaser may or may not hire existing employees. The Debtors state that retaining the employees makes the employees a "potential asset attractive to a purchaser," and therefore, these payments should be made. This argument makes no sense. The hiring determinations will be made in a week. Why pay these huge amounts that are really bonuses for past work, not for future work? "The Debtors have offered no evidence that any of the employees they are seeking to pay have sought and obtained other work or that there is an imminent threat of a shut-down if payments are not made on the same day of the sale. It is irrational to believe that either will occur in the next few days. Moreover, the Debtors have failed to identify any value for the estates that will be obtained if the payments are made. In fact, it appears the Debtors wish to pay bonuses to employees for merely doing their jobs while the Debtors conduct a sale of their assets. Such retention plans are inappropriate under Bankruptcy Code Section 503(c), and the Motion must be denied. A copy of the Committee's Objection is available at: http://bankrupt.com/misc/ecotality.doc187.pdf The United States Trustee cites: 1. The Court should deny the retention motion as to Tier 1 Employees because Debtors have failed to meet their burden of proof under Sections 363(b) and 503(c) of the Bankruptcy Code. 2. Should the Court Determine that the Plan is an Incentive Plan, the Motion should be dDenied because the Debtors have failed to prove that it is justified by the facts and circumstances of the case. A copy of the UST's objection is available at: http://bankrupt.com/misc/ecotality.doc186.pdf Incentive Program As reported in the TCR on Oct 8, 2013, the Debtors ask the U.S. Bankruptcy Court for the District of Arizona to approve a key employee retention and incentive program while the Debtors pursue a sale of their assets. Charles R. Gibbs, Esq., and David P. Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP, on behalf of the Debtors, tell the Court that the total amount of payments under the program will not exceed $91,075, in the aggregate, to the management participants and $137,628, in the aggregate, to the rank and file participants. All payments made by the Debtors under the incentive and retention plan will be allowed administrative expenses of the Debtors' estates pursuant to Bankruptcy Code Section 503(b). A copy of the terms of the incentive program is available for free at http://bankrupt.com/misc/ECOTALITYINC_keyemployee.pdf About Ecotality Inc. Headquartered in San Francisco, California, Ecotality, Inc. (Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of electric transportation and storage technologies. Ecotality Inc. along with affiliates including lead debtor Electric Transportation Engineering Corp. sought Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16, 2013, with plans to sell the business at an auction. The cases are assigned to Chief Judge Randolph J. Haines. The Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds, Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los Angeles, California. The Debtors' local counsel is Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix, Arizona. FTI Consulting, Inc. serves as the Debtors' crisis manager and financial advisor. The Debtors' claims and noticing agent is Kurtzman Carson Consultants LLC. Electric Transportation estimated assets of $10 million to $50 million and debt of $100 million to $500 million. Unlike most companies in bankruptcy, Ecotality has no secured debt. It simply ran out of money. There's $5 million owing on convertible notes, plus liability on leases. Part of pre-bankruptcy financing took the form of a $100 million cost-sharing grant from the U.S. Energy Department. In view of the San Francisco-based company's financial problems, the government cut off the grant when $84.8 million had been drawn. On Sept. 24, 2013, the Office of the United States Trustee for Region 14 appointed a committee of unsecured creditors. In October 2013, the bankruptcy judge cleared Ecotality to sell its assets after three separate bidders offered $4.3 million in total for the company's assets at an auction. ECOTALITY INC: Court OKs Sale of Assets to Three Separate Bidders ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona entered last month three orders approving the asset purchase agreements between Electric Transportation Engineering (d/b/a Ecotality North America) et al., and three separate bidders to acquire the assets of the Debtors; and authorizing the sale of the Purchased Assets to the Buyers free and clear of all liens, claims, encumbrances and interests. The three separate bidders offered $4.3 million in total for the Company's assets at the auction. The three Buyers are: 1) Blink Acquisition LLC; 2) Access Control Group L.L.C. 3) Intertek Testing Services NA, Inc., and Copies of the Orders are available at: http://bankrupt.com/misc/ecotality.doc213.pdf http://bankrupt.com/misc/ecotality.doc214.pdf http://bankrupt.com/misc/ecotality.doc215.pdf Blink Order Modification The Bankruptcy Court entered an order granting the stipulation to modify the order approving the purchase agreement between Debtors and buyer Blink Acquisition LLC. The stipulation was filed by Macy's West Stores, Inc.; Kroger Texas, L.P., Kroger Co., and The Fred Meyer Co.; and Electric Transportation Engineering (d/b/a Ecotality North America), et al. The Order entered at Docket 213 is modified so that paragraph 25 provides: 25. With respect to the potential assumption and assignment, or other transfer of rights with respect to any contract, lease, or operating agreement or property interest concerning ChargePoint, Inc., Macy's West Stores, Inc., Kroger Co., Fred Meyer Stores, Inc., and Kroger Texas, L.P., as the case may be, and only to the extent raised in such objection to the Sale Motion filed by such parties, respectively, this Order shall have no effect. Instead, any such action shall be subject to approval by the Court upon specific request by motion by the Debtors at the request of the Buyer, or by the Buyer, on no less than fifteen days of notice to such party. Nothing in this Order will prejudice the rights and arguments of the Debtors or any of the foregoing parties, including the DIP Lender, with respect to such assumption, assignment, or other transfer, or with respect to the nature of the foregoing rights, only to the extent raised in such objection to the Sale Motion filed by such parties, respectively, all of which are expressly reserved. About Ecotality Inc. Headquartered in San Francisco, California, Ecotality, Inc. (Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of electric transportation and storage technologies. Ecotality Inc. along with affiliates including lead debtor Electric Transportation Engineering Corp. sought Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16, 2013, with plans to sell the business at an auction. The cases are assigned to Chief Judge Randolph J. Haines. The Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds, Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los Angeles, California. The Debtors' local counsel is Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix, Arizona. FTI Consulting, Inc. serves as the Debtors' crisis manager and financial advisor. The Debtors' claims and noticing agent is Kurtzman Carson Consultants LLC. Electric Transportation estimated assets of $10 million to $50 million and debt of $100 million to $500 million. Unlike most companies in bankruptcy, Ecotality has no secured debt. It simply ran out of money. There's $5 million owing on convertible notes, plus liability on leases. Part of pre-bankruptcy financing took the form of a $100 million cost-sharing grant from the U.S. Energy Department. In view of the San Francisco-based company's financial problems, the government cut off the grant when $84.8 million had been drawn. On Sept. 24, 2013, the Office of the United States Trustee for Region 14 appointed a committee of unsecured creditors. In October 2013, the bankruptcy judge cleared Ecotality to sell its assets after three separate bidders offered $4.3 million in total for the company's assets at an auction. ECOTALITY INC: Hires FTI as Crisis Managers and Fin'l Advisor ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized Electric Transportation Engineering Corporation (d/b/a Ecotality North America to employ FTI Consulting, Inc., as crisis manager and financial advisor to the Debtors, nunc pro tunc to the Petition Date. The Debtors are authorized to compensate FTI in accordance with the terms of FTI's Fee and Expense Structure. As reported in the TCR on Oct. 8, 2013, the Debtors require FTI Consulting to provide: A. Crisis Management Services: -- assist the Debtors with locating sources of financing, post petition or exit financing, as necessary, and review and evaluate any such financing proposals; -- coordinate efforts to facilitate the Debtors' restructuring and sale efforts; -- advise and assist management efforts to identify and implement both short-term and long-term liquidity generation and profit improvement in an effort to improve the ongoing viability and valuation of the Debtors; -- assist the Debtors with the development of communication programs for employees, vendors, customers, lenders and other stakeholders; -- with counsel, lead negotiations with secured lenders, governmental agencies, contract counterparties, and other parties, as appropriate, to facilitate restructuring and sale efforts; -- assist the Debtors with preparation of schedules of assets and liabilities, statement of financial affairs, monthly operating reports, and all other reports to be prepared in connection with any bankruptcy filing by the Debtors. B. Financial Advisory Services: -- assist in the preparation of materials, including business, financial information, and descriptive memoranda, to be provided to potentially interested parties to a transaction, and contacting such Parties; -- assist the Debtors in establishing criteria to identify interested parties, identifying, screening and assessing the merits of parties, and evaluating any proposals received regarding a potential Transaction; -- assist the Debtors on negotiations in connection with any proposals received; -- direct and coordinate the due diligence process; -- provide timely reporting to the Debtors on the status and progress of all of the above; and -- assist the Debtors and its advisors on each potential transaction through closing. The Debtors will pay FTI Consulting based on this fee and expense structure: (a) for the crisis management services, a $75,000 monthly, nonrefundable advisory fee for the services of David J. Woodward; (b) for crisis management services rendered by other FTI professionals, hourly rates in effect when services are rendered, which standard hourly rates anticipated to be assigned to these cases are: Senior Managing Directors $780-895 Directors/Managing Directors $560-745 Consultants/Senior Consultants $280-530 Administrative/Paraprofessionals $115-230 (c) for the financial advisory services, a monthly, non-refundable fee of $100,000 for the first month and $50,000 per month, thereafter; (d) for each and every transaction completed by FTI, a cash fee at each closing equal to 1.5 percent of the aggregate value of each transaction, subject to a minimum aggregate fee of $500,000, with any monthly, non-refundable fees paid for the financial advisory services credited against any transaction fee; and (e) if at any time during a period of eighteen months following the effective date of termination of the engagement letter, the Debtors complete one or more transactions and the transaction involve a party identified during the term, a 1.5 percent of the aggregate value of each transaction, subject to a minimum aggregate fee of $300,000 Prior to Sept. 16, 2013 petition, and pursuant to the prior engagement letter, the Debtors paid FTI Consulting a total of $245,000 which funds were then continued to be held "on account" to be applied to FTI's professional fees, charges and disbursements for the services under the engagement letter. About Ecotality Inc. Headquartered in San Francisco, California, Ecotality, Inc. (Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of electric transportation and storage technologies. Ecotality Inc. along with affiliates including lead debtor Electric Transportation Engineering Corp. sought Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16, 2013, with plans to sell the business at an auction. The cases are assigned to Chief Judge Randolph J. Haines. The Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds, Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los Angeles, California. The Debtors' local counsel is Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix, Arizona. FTI Consulting, Inc. serves as the Debtors' crisis manager and financial advisor. The Debtors' claims and noticing agent is Kurtzman Carson Consultants LLC. Electric Transportation estimated assets of $10 million to $50 million and debt of $100 million to $500 million. Unlike most companies in bankruptcy, Ecotality has no secured debt. It simply ran out of money. There's $5 million owing on convertible notes, plus liability on leases. Part of pre-bankruptcy financing took the form of a $100 million cost-sharing grant from the U.S. Energy Department. In view of the San Francisco-based company's financial problems, the government cut off the grant when $84.8 million had been drawn. On Sept. 24, 2013, the Office of the United States Trustee for Region 14 appointed a committee of unsecured creditors. In October 2013, the bankruptcy judge cleared Ecotality to sell its assets after three separate bidders offered $4.3 million in total for the company's assets at an auction. EDENOR SA: Closes Sale of Interests in Empresa for AR$55.6-Mil. --------------------------------------------------------------- Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR), in compliance with applicable laws and regulations, disclosed the completion of the following transactions: (i) sale of EDENOR's indirect shareholding in Empresa Distribuidora Electrica Regional S.A. (EMDERSA), which is Empresa Distribuidora de Electricidad de La Rioja (EDELAR)'s parent company; and (ii) assignment for a valuable consideration of certain EDENOR's receivables in relation to EMDERSA and EDELAR, to Energia Riojana S.A. (ERSA), in its capacity as purchaser and assignee, and the Government of the Province of La Rioja, in its capacity as the purchaser's controlling shareholder. The sale price of shares was AR$55,697,605 and assignment price of receivables was AR$19,543,938. 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. EDISON MISSION: Addressed UST's Concerns on Plan Sponsor Deal ------------------------------------------------------------- Edison Mission Energy, et al., replied to the limited objection of the U.S. Trustee to their motion to approve (i) entry into a plan sponsor agreement, and (ii) sponsor protections. The U.S. Trustee's limited objection is the sole opposition filed. The U.S. Trustee raised two concerns: (1) the lack of a mechanism to object to the reasonableness of any claimed amounts asserted as part of the proposed expense reimbursement; and (2) approval of the exit plan, which the U.S. Trustee characterizes as a retention/severance plan designed to "end run" Section 503(c) of the Bankruptcy Code. In response to the U.S. Trustee's objection with respect to the expense reimbursement, the Debtors and NRG have proposed that NRG will provide copies of all written fee and expense statements delivered for reimbursement to each of the Debtors, the Committee, the Supporting Noteholders, and the U.S. Trustee, and will afford those parties five business days to review and lodge any objections. As it relates to the exit plan, while the U.S. Trustee is correct that the purchase agreement will only be approved in connection with submission and consideration of a chapter 11 plan of reorganization, which plan the Debtors intend to file on or before Nov. 15, 2013, it is not correct to view each term of the integrated pieces of the overall series of transactions under the Plan Sponsor Agreement and Purchase Agreement in isolation. On Oct. 23, the U.S. Trustee, by his attorney, Kathryn Gleason, Esq., stated that the Debtors were not seeking Court approval of the sale to NRG at this time. Rather, the sale is to be accomplished through a chapter 11 plan that the Debtors intend to file (and pursue) on or before Nov. 16, 2013. The motion is requesting immediate approval of (a) a $65 million break-up fee, (b) an expense reimbursement, and (c) certain non- solicitation covenants in favor of NRG. The U.S. Trustee defers to the business judgment of the Official Unsecured Creditors' Committee as to whether the break-up fee is appropriate. The U.S. Trustee does, however, object to the expense reimbursement to the extent that there is no mechanism to object to the reasonableness of any claimed amounts. As reported by the Troubled Company Reporter on Oct. 28, 2013, the Bankruptcy Court on Oct. 24 approved bidder protections, including a $65 million breakup fee, to NRG as it works to close a $2.6 billion offer to take Edison Mission out of Chapter 11 protection next year. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors other than Camino Energy Company are represented by David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M. Sprayragen, Esq., at Kirkland & Ellis LLP. Counsel to Debtor Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins LLC. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. EWGS INTERMEDIARY: Court Enters Joint Administration Order ---------------------------------------------------------- Judge Mary Walrath of the U.S. Bankruptcy Court for the District of Delaware entered an order directing the joint administration of the Chapter 11 cases of Edwin Watts Golf Shops, LLC, and EWGS Intermediary, LLC, for procedural purposes only under Case No. 13-12876. EWGS LLC is wholly owned by Intermediary. Intermediary is in turn wholly owned by EW Golf Holding Corp, a non-debtor affiliate of the Debtors. About EWGS Intermediary EWGS Intermediary and Edwin Watts Golf Shops, which operate as an integrated, multi-channel retailer, offering brand name golf equipment, apparel and accessories, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12876). They are represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware. The Debtors tapped Bayshore Partners LLC as their investment banker, FTI Consulting, LLC, as their financial advisors, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The Company indicates total assets greater than $100 million on its Chapter 11 petition. EWGS INTERMEDIARY: Hires Epiq as Claims & Noticing Agent -------------------------------------------------------- Edwin Watts Golf Shops, LLC, and EWGS Intermediary, LLC, sought and obtained authority from Judge Mary Walrath of the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. Before the Petition Date, the Debtors paid a retainer to Epiq in the amount of $25,000. The firm assured 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. About EWGS Intermediary EWGS Intermediary and Edwin Watts Golf Shops, which operate as an integrated, multi-channel retailer, offering brand name golf equipment, apparel and accessories, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12876) on Nov. 4, 2013. They are represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware. The Debtors tapped Bayshore Partners LLC as their investment banker, FTI Consulting, LLC, as their financial advisors, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The Company indicates total assets greater than $100 million on its Chapter 11 petition. EXIDE TECHNOLOGIES: Jan 31 Bar Date for Personal Injury Claims -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended until Jan. 31, 2014, the deadline for submitting proofs of claim solely with respect to personal injury claims relating to Exide Technologies' secondary lead recycling facility located at Vernon California Facility. Proofs of claim must be submitted if by hand delivery or overnight courier: Exide Case Administration c/o GCG 5151 Blazer Parkway, Suite A Dublin, Ohio 43017 if by first-class mail: Exide Case Administration c/o GCG PO Box 9985 Dublin, OH 43017-5985 About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. GROEB FARMS: U.S. Trustee Names 5-Member Creditors' Panel --------------------------------------------------------- Daniel M. McDermott, United States Trustee for Region 9, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Groeb Farms, Inc. The Creditors Committee members are: 1. Denise Willi for Bees Brothers, LLC 9130 S. Dadeland Boulevard, Suite 1509 Miami, FL 33156 Tel: (914) 631-5467 Fax: (305) 670.1993 E-mail: jp@beesbrothersllc.com 2. Parvinder Thapar for Little Bee Impex 133 Nanterre Street, Suite 101 Danville, CA 94506 Tel: (925) 263-9373 Fax: (925) 905-2112 E-mail: psthapar@ergogenicnutrition.com 3. Jeffrey Dong for Delta Food International Inc. 7056 Archibald Ave., Suite 102-158 Corona, CA 92880 Tel: (951) 817-7868 Fax: (951) 848-0872 E-mail: dfi9488@hotmail.com 4. Brian Buoye for Buoye Honey 11575 Walnut Road Redlands, CA 92374 Tel: (909) 222-9957 Fax: (909) 794-4031 E-mail: BBuoye1960@gmail.com 5. Jose Alfonso Salazar Montalvo for Citrofrut SA de CV Constitucion 405 PTE 64000 Monterrey Nuevo Leon, Mexico Tel: 52 81 8389 4200 E-mail: Alfonso.Salazar@citrofrut.com.mx About Groeb Farms Headquartered in Onsted, Mich., Groeb Farms is one of the largest honey packers in the nation. For more than 30 years, the company has provided the finest, top quality, wholesome and safe honey and related food products to industrial and retail customers as well as the American consumer. The Company sought protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.). Judge Walter Shapero is overseeing the case. The Debtor is represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at Foley & Lardner LLP, in Detroit, Michigan. GROEB FARMS: Court Schedules Nov. 21 Disclosure Statement Hearing ----------------------------------------------------------------- The hearing to approve the adequacy of the Disclosure Statement for Groeb Farms, Inc.'s Plan of Reorganization is currently scheduled before the Honorable Walter Shapero, U.S. Bankruptcy Judge for the Eastern District of Michigan on Nov. 21, 2013, at 1:30 p.m. Responses and objections, if any, to the approval of the Disclosure Statement must be filed so as to be actually received on or before Nov. 15, 2013. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/groebfarms.doc0023.pdf As reported in the TCR on Oct. 17, 2013, to bolster its restructuring efforts, the Debtor executed separate restructuring support agreements with Honey Financing Company, LLC, an affiliate of Peak Rock Capital; its senior subordinated debt holders, Argosy Investment Partners II, L.P., and Marquette Capital Fund I, LP; and the interim class action co-lead counsel in the consolidated putative class action pending in the U.S. District Court for the Northern District of Illinois. Pursuant to the Honey Financing RSA, Honey Financing agreed, among other things, to provide the DIP Facility up to the amount of $27 million, the Exit Facility, and vote to accept the Plan by balloting in favor of the Plan. The Plan distributes all of the equity in the Reorganized Debtor to both the Debtor's Senior Lender, HC Capital Holdings 0909A, LLC, as assignee of Wells Fargo Bank, National Association, and the Debtor's DIP Lender; satisfies senior subordinated debts with new notes and warrants; distributes proceeds of Causes of Action to unsecured creditors; cancels prior equity Interests; and continues the business of the Debtor. All classes of claims, except for unsecured convenience class claims, are impaired under the Plan. On the effective date, the Reorganized Debtor will issue new equity for distribution to holders of DIP Facility Claims and Senior Loan Claims. In no event will more than $10 million of DIP Facility Claims and Senior Loan Claims in the aggregate be satisfied with the New Equity. The Reorganized Debtor will also issue new subordinated notes and new warrants; provided, however, that the aggregate amount of the New Subordinated Notes will not exceed $3 million and the aggregate amount of the New Warrants will not exceed 13% of the New Equity. About Groeb Farms Headquartered in Onsted, Mich., Groeb Farms is one of the largest honey packers in the nation. For more than 30 years, the company has provided the finest, top quality, wholesome and safe honey and related food products to industrial and retail customers as well as the American consumer. The Company sought protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.). Judge Walter Shapero is overseeing the case. The Debtor is represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at Foley & Lardner LLP, in Detroit, Michigan. GROEB FARMS: Has Interim OK to Hire Foley & Lardner as Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan has entered an interim order authorizing Groeb Farms, Inc.'s first day application to employ Foley & Lardner LLP as general bankruptcy counts for the Debtor, or in the alternative, special counsel, nunc pro tunc to the Petition Date. The Office of the United States Trustee for the Eastern District of Michigan granted full consent to and approval for entry of the interim order approving the application. As reported in the TCR on Oct. 18, 2013, in the event Foley is not retained as general bankruptcy counsel, the Debtor seeks the authority to employ Foley as special counsel to represent the Debtor with respect to: (1) all corporate matters attendant to the reorganization; (2) the treatment of the putative class action pending in the U.S. District Court for the Northern District of Illinois under the Chapter 11 Plan of Reorganization; (3) the Debtor's ongoing compliance requirements resulting from the DPA; and (4) the Debtor's financing needs, including its DIP Credit Agreement. The following Foley professionals, who are expected to provide primary services to the Debtor, will be paid their customary hourly rates: Lane, Patricia J. -- plane@foley.com $740 Noller, Lisa -- lnoller@foley.com $680 O'Neill, Judy A. -- joneill@foley.com $780 Simon, John A. -- jsimon@foley.com $635 Dolcourt, Tamar N. -- tdolcourt@foley.com $385 Pinder, Jennifer H. -- jpinder@foley.com $495 Rittberg, Chrissy L. -- crittberg@foley.com $450 Northcutt, Kathleen A. -- dnorthcutt@foley.com $175 About Groeb Farms Headquartered in Onsted, Mich., Groeb Farms is one of the largest honey packers in the nation. For more than 30 years, the company has provided the finest, top quality, wholesome and safe honey and related food products to industrial and retail customers as well as the American consumer. The Company sought protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.). Judge Walter Shapero is overseeing the case. The Debtor is represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at Foley & Lardner LLP, in Detroit, Michigan. JEFFERSON COUNTY, AL: Confirmation Hearing Continued to Nov. 20 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama entered on Oct. 31, 2013, an order continuing the hearing to consider the confirmation of Jefferson County, Alabama's Chapter 11 Plan to Nov. 20, 2013, at 10:00 a.m. The response deadline is extended to Nov. 13, 2013. The Ballot Summary, Evidence and Supplement Deadline is extended to Nov. 15, 2013. The Troubled Company Reporter on Oct. 14, 2013, citing Melinda Dickinson of Reuters, said creditors in the $4.2 billion municipal bankruptcy case involving Alabama's Jefferson County have "overwhelmingly approved" the county's plan of adjustment, Jefferson County Commission president David Carrington said. The approval comes after the county's biggest Wall Street creditors, including JPMorgan Chase & Co and Bank of New York Mellon, previously signed off on the plan, which will include losses of as much as 70 cents on the dollar, the Reuters report related. The negotiated plan promises to deliver only $1.835 billion to sewer-system warrant holders owed $3.078 billion, with bondholder losses on a scale not seen since the 1930s, Reuters said. Jefferson County was the largest municipal bankruptcy case in U.S. history until the city of Detroit in July sought protection from creditors under Chapter 9 of the U.S. bankruptcy code with a debt load exceeding $18 billion, the report noted. That case is ongoing. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. In June 2013, the county reached settlement with holders of 78 percent of the $3.1 billion in sewer debt at the core of the county's financial problems. The bondholders will be paid $1.84 billion through a refinancing, according to a term sheet. The settlement calls for JPMorgan Chase & Co., the owner of $1.22 billion in bonds, to make the largest concessions so other bondholder will recover more. On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt adjustment. Pursuant to the Plan, sewer bondholders will receive 65 percent in cash. If they elect to waive claims against JPMorgan and bond insurers, they receive 80 percent in cash. Bondholders supporting the plan already agreed to waive claims and receive the larger recovery. Existing sewer bonds will be canceled in exchange for payments under the plan. The county will fund plan distributions by selling new sewer bonds calculated to generate $1.96 billion to cover the $1.84 billion earmarked for existing sewer bondholders. JPMorgan has agreed to waive $842 million of the sewer debt and a $657 million swap debt, resulting in an 88 percent overall write off by JPMorgan. To finance the new sewer bonds, there will be 7.4 percent in rate increases for sewer customers in each of the first four years. In later years, rate increases will be 3.5 percent. KPNQWEST: CenturyLink Provides Update on Settlement --------------------------------------------------- CenturyLink, Inc. on Nov. 6 disclosed that following confidential mediation discussions, Qwest, KPN, and the trustees in the Dutch bankruptcy proceeding for KPNQwest reached a tentative oral agreement in October 2013 on the principal financial terms of a potential settlement of their EUR4.2 billion dispute. The tentative settlement is subject to several conditions, including the negotiation and execution of a definitive settlement agreement acceptable to the plaintiffs and various other defendants and the approval of the Dutch bankruptcy court. CenturyLink reported solid operating revenues, operating cash flow and free cash flow for third quarter 2013. CenturyLink has accrued a liability in third quarter 2013 in the pre-tax amount of EUR172 million (or $233 million as reflected in its accompanying consolidated financial schedules based on the exchange rate on September 30, 2013), which equals Qwest's proposed contribution under the terms of the tentative settlement. In the event that the settlement is not finalized, the Company will continue to vigorously defend against the matter. As reported by the Troubled Company Reporter-Europe on Oct. 1, 2010, Bloomberg News said that Qwest, KPN and 12 executives were sued by KPNQwest's administrators over the company's 2002 bankruptcy and EUR4.2 billion (US$5.7 billion) of unpaid debt. Bloomberg disclosed KPNQwest was declared bankrupt in 2002 after building a 60-city phone and Internet network just before prices for telecommunications services collapsed. The administrators, as cited by Bloomberg, said the company didn't change strategy and tripled its investments in the network, even though market prices had fallen by as much as 80% by 1999, the year KPNQwest was founded. Hoofddorp, Netherlands-based KPNQwest NV is a joint venture of Royal KPN NV and Qwest Communications International Inc. LANDAUER HEALTH: Wants Lease Decision Period Extended to March 14 ----------------------------------------------------------------- Landauer Healthcare Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the deadline to assume or reject all unexpired leases of non- residential real property not previously sought to be rejected by the Debtors through and including March 14, 2014. According to the Debtors, the original 120-day period to assume or reject the Leases currently expires on or about Dec. 14, 2013 -- several days before the anticipated Confirmation Hearing on Dec. 20, 2013. "Given this the Debtors are compelled to seek an extension of the Assumption/Rejection Period through at least Dec. 20, 2013. Out of an abundance of caution in case the Confirmation Hearing is not held on Dec. 20, 2013, and the effective date of the Plan does not occur shortly thereafter, however, the Debtor's hereby request entry of an order, pursuant to Section 365(d)(4) of the Bankruptcy Code, granting a 90-day extension of the Assumption/Rejection Period through and including March 14, 2014." Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer disclosed $2,978,495 in assets and $53,636,751 in liabilities as of the Chapter 11 filing. Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H. Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A. Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., at K&L Gates LLP, serve as the Debtor's counsel. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. The Debtor has filed a Chapter 11 restructuring plan that would transfer ownership of the home medical supply company to Quadrant Management Inc., whose $22 million bid for the company went unchallenged. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Landis Rath & Cobb LLP as counsel. Deloitte Financial Advisory Services LLP serves as its financial advisor. LEHMAN BROTHERS: Says Freddie Mac's $1.2BB Claim "Unsecured" ------------------------------------------------------------ Lehman Brothers Holdings Inc. defended its request to classify Freddie Mac's $1.2 billion claim as general unsecured, saying "the claim is not entitled to priority treatment" under U.S. bankruptcy law. In court papers, Lehman asked Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York to overrule the objection of Freddie Mac to the proposed classification of its claim. At issue is whether or not the Housing and Economic Recovery Act of 2008 grants Freddie Mac a "priority" claim in Lehman's Chapter 11 case. Freddie Mac asserts that its claim is entitled to priority under the company's $65 billion payout plan pursuant to the 1993 HERA which, the agency said, altered the priority scheme established by the Bankruptcy Code when it granted avoidance powers to its conservator the Federal Housing Finance Agency. Lehman believes otherwise, saying the claim fits into none of the priority categories under bankruptcy law. "Claims based on the conservator's avoidance powers are not listed in Section 507 nor are they mentioned in any other section of the Bankruptcy Code," said Lehman's lawyer, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York. Section 507 of the Bankruptcy Code lists the claims that are entitled to priority treatment in Chapter 11 cases. According to Mr. Perez, the provision would have been amended by Congress had it wanted the 1993 HERA to grant the conservator a priority claim against companies in bankruptcy protection. Mr. Perez also asked Judge Peck to deny Freddie Mac's request to suspend temporarily all court proceedings related to the proposed classification of its claim until a New York district court hears its motion to withdraw the reference. Freddie Mac had said withdrawal of reference is mandatory since the issues raised by Lehman require an interpretation of the 1993 HERA, which is a federal non-bankruptcy law. Mr. Perez told the bankruptcy judge that the temporary suspension would delay payments to creditors. He added that Freddie Mac also failed to show that the proposed classification of its claim requires interpretation of non-bankruptcy law. Lehman wants the claim classified as general unsecured to free up hundreds of millions of dollars for other creditors. The company needs to maintain a $1.2 billion cash reserve for the claim, which it sees as unfair to other creditors, until the court classifies it as general unsecured. Freddie Mac defends the cash reserve, saying it was created as part of their previous agreement which resolved its objection to the payout plan, and to ensure payment of its claim just in case it is found to be entitled to priority pursuant to HERA. The $1.2 billion claim stemmed from two loans Freddie Mac made to Lehman before the company filed for bankruptcy protection in 2008. Freddie Mac is represented by Mark Landman, Esq. -- mlandman@lcbf.com -- at Landman Corsi Ballaine & Ford P.C., in New York. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: CarVal Failed in Bid for Turnover of Documents --------------------------------------------------------------- CarVal Investors LLC failed in its request for the U.S. Bankruptcy Court in Manhattan to force Lehman Brothers Holdings Inc. to turn over documents related to a bankruptcy-claims trading between the company and two hedge funds. CarVal's request came after Lehman allegedly refused to provide CarVal and other creditors with additional information due to restrictions imposed by the terms of the trade. The trade calls for hedge funds Elliott Management Corp. and King Street Capital Management LP to pay GBP650 million (US$1.05 billion) in exchange for the acquisition of certain claims, including a GBP1.25 billion ($2 billion) subordinated claim of LB Holdings Intermediate 2 Ltd. against Lehman Brothers International (Europe). CarVal said the trade "severely undervalues the claims," citing an Oct. 11 progress report by Lehman's European unit showing that the claims are "worth substantially more than the announced purchase price" involved in the trade. "The sale was a closed process where competing bids were not solicited or considered," the company also complained, adding that the claims are among the largest remaining assets in Lehman's bankruptcy case which makes the closed sale "especially questionable." The same was echoed by Davidson Kempner Capital Management LLC. The hedge fund manager believes the sale of those claims would affect the distributions to Lehman creditors given their potential value. Both companies asked Judge James Peck to authorize the deposition of Daniel Ehrmann of Alvarez & Marsal, some of the Lehman directors, and a Lehman representative with knowledge about the trade. Attestor Capital LLP, Baupost Group LLC, SPCP Group LLC and an ad hoc group of Lehman Brothers creditors also called for transparency of the trade, and criticized Lehman for its failure to ask for bids from other potential buyers. Lehman, et al., Defend Trade Lehman defended the bankruptcy-claims trading, saying it doesn't need approval from the court or creditors. Lori Fife, Esq., at Weil Gotshal & Manges LLP, in New York, said CarVal is attempting "to inject a process of creditor approval into [Lehman's] role in the transaction," which conflicts with the terms of the company's payout plan. "The plan expressly removed the requirements for notice or bankruptcy court approval of, and creditor standing to object to, proposed transactions," the Lehman lawyer said in an objection filed with the court. Ms. Fife said that allowing CarVal to conduct an investigation pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure would set a "damaging" precedent. "Investors will be encouraged to question [Lehman's] decisions in the hopes of altering deal terms or in their search for new investment opportunities," she said. The Lehman lawyer compared the trade to a multi-level joint venture which, she said, doesn't fit an "auction format." The administrators of LB Holdings also defended the trade, arguing that it involves only assets of the company, which is subject to insolvency proceedings in the English High Court. "The English High Court . . . is the appropriate forum to determine any issue with respect to the transaction," LB Holdings said, adding that the bankruptcy court "lacks jurisdiction " over the company and its deal with the hedge funds. Hedge funds Elliot Management and King Street also filed court papers in support of the objections filed by the two companies defending the transaction. Judge Clears Purchase Patrick Fitzgerald, writing for The Wall Street Journal, reported that Judge Peck on Oct. 24 cleared the way for Elliott Management and King Street Capital to buy a multibillion-dollar bankruptcy claim owed to a Lehman Brothers U.K. subsidiary at a discount. According to the report, Judge Peck rejected a bid by a rival group of hedge funds to take a closer look at the deal, the details of which they argued were unfairly kept secret. Those funds, including such major distressed-debt investors such as John Paulson's Paulson & Co. and Seth Klarman's Baupost Group, had argued rival bidders had been shut out of the sale process. "I have no factual basis to that there is anything about this transaction that is truly suspect," Judge Peck told the assembled lawyers and onlookers in a Manhattan courtroom, the WSJ report related. "No facts have been presented, only suspicions." The ad hoc group of Lehman creditors is represented by: Gerard Uzzi, Esq. Eric K. Stodola, Esq. MILBANK TWEED HADLEY & MCCLOY LLP 1 Chase Manhattan Plaza New York, NY 10005 Tel: (212) 530-5000 Fax: (212) 822-5670 Email: guzzi@milbank.com estodola@milbank.com Attestor Capital is represented by: Richard A. Graham, Esq. Michael C. Shepherd, Esq. WHITE & CASE LLP 1155 Avenue of the Americas New York, NY 10036-2787 Tel: (212) 819-8200 Fax: (212) 354-8113 Email: mshepherd@whitecase.com rgraham@whitecase.com The Baupost Group is represented by: Mark I. Bane, Esq. Anne H. Pak, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Tel: (212) 596-9000 Fax: (212) 596-9090 Email: Anne.Pak@ropesgray.com Mark.Bane@ropesgray.com CarVal Investors is represented by: Kristopher M. Hansen, Esq. Kenneth Pasquale, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, New York 10038-4982 Tel: (212) 806-5400 Fax: (212) 806-6006 Email: khansen@stroock.com kpasquale@stroock.com Davidson Kempner is represented by: Adam Harris, Esq. SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, New York 10022 Tel: (212) 756-2000 Fax: (212) 593-5955 Email: adam.harris@srz.com Elliot and King Street are represented by: Stephen E. Hessler, Esq. Mark E. McKane, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: stephen.hessler@kirkland.com mark.mckane@kirkland.com LB Holdings is represented by: David H. Wander, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue New York, New York 10158 Tel: (212) 557-7200 Email: dhw@dhclegal.com SPCP Group LLC is represented by: Ronald S. Beacher, Esq. PRYOR CASHMAN LLP 7 Times Square New York, New York 10036 Tel: 212-326-0148 Fax: 212-515-6959 Email: rbeacher@pryorcashman.com About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Settles Swap Deal Disputes With ABS LIBOR ---------------------------------------------------------- Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in Manhattan to approve two separate agreements, which partially resolve disputes related to a credit default swap deal. The agreements are among Lehman, Lehman Brothers Special Financing Inc., U.S. Bank N.A., ABS LIBOR Fund Ltd. and the following entities: (i) Exum Ridge CBO 2006-1 Ltd. as issuer, and Exum Ridge CBO 2006-1, Corp. as co-issuer; and (ii) Exum Ridge CBO 2007-2 Ltd. as issuer, and Exum Ridge CBO 2007-2 Corp. as co-issuer. Credit Default Swap Deal LBSF entered into a credit default swap deal with each issuer, under which the latter committed to pay the company for losses incurred with respect to certain obligations in exchange for periodic payments from the company. Each issuer issued various classes of notes under its respective indenture and preference shares under a shares paying agency agreement. The notes were secured by a pool of collateral, which the issuers pledged to U.S. Bank for the benefit of the holders of the notes, which include LBSF. Under the terms of the indentures, U.S. Bank applies payment proceeds received generally in accordance with a "waterfall" provision. The provision states that a termination payment owed to LBSF as swap counterparty will be paid in advance of any distributions to noteholders unless the company is the defaulting party under the swap agreement. The Dispute Since Lehman's bankruptcy filing in September 2008, neither LBSF nor U.S. Bank has paid the amounts due under the indentures and the swap agreements. Two months after the bankruptcy filing, each issuer sent a notice to LBSF about the termination of the swap agreements effective Nov. 28, 2008. Meanwhile, U.S. Bank received a letter from LBSF's counsel advising that any action to make distributions to the noteholders would violate the automatic stay, and any provision subordinating any termination payment due LBSF would be unenforceable. As a result of the dispute over the enforceability of the waterfall provisions, none of the parties to the swap agreements has paid the amounts due on or after the termination date. In September 2010, LBSF filed a complaint against U.S. Bank and the issuers. At issue in the litigation is the enforceability of the waterfall provision. The company sought a declaratory judgment that effectuation of the waterfall provision violates the stay as it involves an improper exercise of control over property of its estate. The Settlement Agreement Under the settlement agreements, each issuer and U.S. Bank are required to take actions to cause certain assets held in respect of the collateral to be redeemed or liquidated, and to cause the net proceeds thereof to be deposited with the bank. U.S. Bank is also required to distribute and apply the proceeds in this order and priority: (1) Pay the outstanding fees and expenses of U.S. Bank. (2) Pay each noteholder other than LBSF that does not object to the settlement agreement an amount equal to the "settlement offer." Such payment is subject to the receipt by U.S. Bank of an opinion or information regarding the fairness and reasonableness of the payment, or waiver of such receipt by the bank as to all or some of the notes. (3) Place into an interest-bearing account an amount to be held in respect of a reserve, which U.S. Bank may use for fees and expenses as enumerated in the settlement agreement, which amount may be invested in "eligible investments." (4) With respect to any noteholder that timely objects to the settlement agreement, place into an account with the U.S. Bank an amount, which may be invested in eligible investments, to secure payment of the claims of any objecting noteholder. If the conditions on the payment of settlement amount to a noteholder are not met, the escrow amount will secure payment of the claims of any noteholder other than LBSF. The partial settlement does not resolve the dispute regarding the enforceability of the waterfall provisions. LBSF retains its right to maintain its positions with respect to the dispute in the litigation, subject to the limitations as to the amount of its recovery stated in the settlement agreements. According to Lehman's counsel, Jacqueline Marcus, Esq., at Weil, Gotshal & Manges LLP, in New York, in keeping with the confidentiality provisions of the partial settlement, and due to Lehman's and LBSF's desire to keep the economic terms of the settlement confidential, the settlement agreements will not be filed in public and will only be provided to the court, the U.S. Trustee, the official committee of unsecured creditors and other parties who request them. A court hearing is scheduled for November 20. Objections are due by November 13. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Sues Giants Stadium Over Cancelled Swap Contracts ------------------------------------------------------------------ Lehman Brothers Holdings Inc. and Lehman Brothers Special Financing Inc. have sued Giants Stadium LLC to recover more than $100 million over canceled interest-rate swap contracts that were part of a bond deal they did back before the company collapsed. The swap contracts were intended to hedge interest-rate risks on about $650 million in bonds issued by Giants Stadium to build a football stadium in New Jersey. The contracts were mostly underwritten by Lehman's brokerage arm. In a 35-page complaint, Lehman alleged that the stadium company "undertook a contorted plan" to avoid paying millions of dollars to its special financing unit when the swap contracts were terminated. According to Lehman, Giants Stadium knew that LBSF was "in the money" at a time it filed for bankruptcy protection, and that the stadium company would be required to pay millions of dollars upon termination of those contracts. Lehman said the stadium company manipulated the termination process in an attempt "to turn a significant payable to LBSF into a significant payable by LBSF." Giants Stadium estimated that Lehman's special financing unit owed it about $301 million after the termination. On the other hand, Lehman believes the swaps were about $60 million in its favor just days before its bankruptcy filing. Lehman is seeking damages of no less than $94 million plus interest. The amount, the company said, represents the "proper valuation" of the swaps. The case is Lehman Brothers Holdings and Lehman Brothers Special Financing Inc. vs. Giants Stadium LLC, Case No. 13-01554 (Bankr. S.D.N.Y.). About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LIQUIDMETAL TECHNOLOGIES: Expects to Arbitrate Dispute with VPC --------------------------------------------------------------- Liquidmetal Technologies, Inc., in June 2012, signed a series of agreements with Visser Precision Cast LLC, under which the Company sublicensed to VPC the LMT Technology, agreed that VPC would be the Company's exclusive manufacturer of products manufactured using the Company's technology, issued to VPC 30 million shares of the Company's common stock at a price of $.10 per share and originally granted VPC a warrant to purchase 15 million shares of the Company's common stock at an exercise price of $.22 per share, among other terms. At the time the Company signed the June 2012 Agreements, the Company believed that VPC had top-tier manufacturing expertise and that under the June 2012 Agreements the Company and VPC would collaborate closely with each other to optimize the other's strengths, with the Company providing technology development, sales and marketing expertise and VPC providing quality manufacturing of the Company's products at competitive prices and with superior delivery times. In the 16 months since the June 2012 Agreements were signed, the Company has not realized the benefits that it expected from the collaboration with VPC. "In the Company's view, VPC has been difficult to work with, has quoted non-competitive prices to manufacture products for customer orders won by the Company, has often delayed delivery schedules for quoted products and has generally been unwilling to work collaboratively with the Company to provide customers with a seamless process for specifying, ordering and delivering products made using the Company's technology," the Company said in a regulatory filing with the U.S. Securities and Exchange Commission. The Company believes that VPC has breached various obligations under the June 2012 Agreements, and indeed induced the Company to enter into the June 2012 Agreements under false representations regarding VPC's manufacturing capabilities. Although the Company has raised these issues repeatedly with VPC, thus far VPC has been unable or unwilling to address them to the Company's satisfaction. As might be expected when a relationship does not produce the benefits that the parties expected at the outset, VPC has informed the Company that it believes the Company is at fault and has breached various of the Company's obligations under the June 2012 Agreements. The Company and VPC have met several times in the last several months to address their differences and to attempt to resolve them, but have not been able to reach an acceptable resolution. The Company has proposed various approaches to either solving the issues and continuing the collaboration on terms that would promote success for both parties or amicably parting ways, but VPC has rejected the Company's proposals and has instead proposed terms for settling the dispute that the Company believes to be unreasonable and not in the best interests of its shareholders. As a consequence, the Company has concluded that VPC is unlikely to agree to any reasonable resolution of the dispute. The Company further believes that either it or VPC is likely to initiate a binding arbitration before a single arbitrator in Denver, Colorado, under the procedures specified in the June 2012 Agreements. If the matter goes to arbitration as the Company expects, the Company anticipates that it will seek damages from VPC for fraudulently inducing the Company to enter into the June 2012 Agreements by overstating its manufacturing capabilities and for harm inflicted on the Company by VPC's failure to perform under the Manufacturing Services Agreement. The Company also expects that it will seek as a remedy the reformation or termination of the Manufacturing Services Agreement and the termination of the Sublicense Agreement in order to free the Company from the exclusive manufacturing arrangement provided for in the June 2012 Agreements and allow the Company to seek other manufacturing partners. The Company expects, based on communications received from VPC, that VPC will claim that the Company has breached various provisions of the June 2012 Agreements, including the Subscription Agreement, the Sublicense Agreement and the Manufacturing Services Agreement; and that the Company engaged in securities fraud or fraudulently induced VPC to enter into the June 2012 Agreements by representing that it had no understandings at the time it entered into the Subscription Agreement that could require it to issue additional stock in the future that would dilute VPC's investment. The Company further expects VPC to seek money damages. A copy of the Form 8-K disclosure is available for free at: http://is.gd/4lQqmG About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal incurred a net loss of $14.02 in 2012, as compared with net income of $6.15 million in 2011. As of June 30, 2013, the Company had $6.06 million in total assets, $4.62 million in total liabilities and $1.44 million in total shareholders' equity. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit, which raises substantial doubt about the Company's ability to continue as a going concern. MACROSOLVE INC: Incurs $121,000 Net Loss in Third Quarter --------------------------------------------------------- Macrosolve, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $120,906 on $161,246 of net revenues for the three months ended Sept. 30, 2013, as compared with a net loss of $678,013 on $558,738 of net revenues for the same period a year ago. For the nine months ended Sept. 30, 2013, the Company reported net income of $58,802 on $1.12 million of net revenues as compared with a net loss of $2.16 million on $1.98 million of net revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.49 million in total assets, $1.01 million in total liabilities and $476,842 in total stockholders' equity. "Although the third quarter results were not as robust as the three previous quarters, we were prepared for the reduction in patent licensing revenues and still returned impressive bottom line results when compared to 2012. By running a lean operation and preserving cash, our balance sheet remains strong with a surplus of working capital," stated Kendall Carpenter, CFO. A copy of the Form 10-Q is available for free at: http://is.gd/Zh1jxD About MacroSolve, Inc. Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE) -- http://www.macrosolve.com/-- is a technology and services company that develops mobile solutions for businesses and government. A mobile solution is typically the combination of mobile handheld devices, wireless connectivity, and software that streamlines business operations resulting in improved efficiencies and cost savings. METRO FUEL: Committee Wants Co-Exclusive Rights to File Plan ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Metro Fuel Oil Corp., et al., asks the U.S. Bankruptcy Court for the Eastern District of New York to modify the Debtors' exclusivity rights to provide co-exclusive rights with the Committee and permit the Committee to file and obtain acceptances to its Plan, subject to the following timeline: * File a plan of liquidation not later than three calendar days after the date of entry of an order approving this Motion; * File a disclosure statement in support of the plan of liquidation not later than seven calendar days after the date of entry of an order approving this Motion; and * Obtain acceptances to the plan of liquidation within 90 calendar days after the date of entry of an order approving this Motion. The Committee explains, "It is critical for the Committee to be allowed to file a Chapter 11 plan of liquidation to move these cases forward and avoid the devastating consequences to all creditors (secured, administrative, priority and unsecured alike) that would ensue if NYCB's Motion to Convert is granted before confirmation of the Plan can be pursued. "The Committee's plan lays a path for resolving the multiple complex litigation disputes that have stalled these cases for months, and it also resolves the involuntary Chapter 11 cases of the Pullos pending before this Court. More importantly, the plan presents the only opportunity for unsecured creditors to receive a distribution in these cases in a reasonable timeframe. Without the plan, these cases will likely convert, paving the way for the dismissal of the Pullos' involuntary cases rendering NYCB's judgment lien against the Pullos' assets unavoidable. If that is permitted to occur, all chances of recovery for the other secured creditors that hold personal guarantees by the Pullos and all unsecured creditors of the Debtors will be pointlessly excluded from the approximately $18 million to $24 million that the Pullos are expected to contribute under the Committee's plan. "The Debtors are not presently in a position to adopt and sponsor the Committee's Plan, or any other confirmable plan. In light of the Motion to Convert, the time to delay filing and prosecuting a plan has run out. These estates deserve an opportunity to confirm a plan that is fully formed and ready to file. Conversion is a remedy of last resort when no other viable option is available. The Debtors' inability to file a plan now should not effectively mean the death knell of these estates and a windfall for NYCB. There is ample precedent for modifying the Debtors' exclusive rights to allow the Committee to file the Plan so that these cases can fulfill the objective of Chapter 11." On Jan. 29, 2013, New York Commercial Bank ("NYCB"), one of the Secured Lenders, filed a motion to convert the Debtors' cases to cases under chapter 7 of the Bankruptcy Code. On May 10, 2013, NYCB filed an amended motion to convert the cases. About Metro Fuel Metro Fuel Oil Corp., is a family-owned energy company, founded in 1942, that supplies and delivers bioheat, biodiesel, heating oil, central air conditioning units, ultra low sulfur diesel fuel, natural gas and gasoline throughout the New York City metropolitan area and Long Island. Owned by the Pullo family, Metro has 55 delivery trucks and a 10 million-gallon fuel terminal in Brooklyn. Financial problems resulted in part from cost overruns in building an almost-complete biodiesel plant with capacity of producing 110 million gallons a year. Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown Realty Associates, Inc., and several of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No. 12-46913) on Sept. 27, 2012. Judge Elizabeth S. Stong presides over the case. Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the Debtor. The Debtor selected Epiq Bankruptcy Solutions LLC as notice and claims agent. Th Debtor tapped Carl Marks Advisory Group LLC as financial advisor and investment banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC as crisis managers for the Debtors, and appoint David Johnston as their chief restructuring officer. The petition showed assets of $65.1 million and debt totaling $79.3 million. Liabilities include $58.8 million in secured debt, with $48.3 million owing to banks and $10.5 million on secured industrial development bonds. Metro Terminals Corp., affiliate of Metro Fuel Oil Corp., disclosed $38,613,483 in assets and $71,374,410 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed seven-member creditors committee. Kelley Drye & Warren LLP represents the Committee. The Committee tapped FTI Consulting, Inc. as its financial advisor. On Feb. 15, 2013, the Bankruptcy Court entered an order approving the sale of substantially all of the assets of the Debtors to United Refining Energy Corp., for base purchase price of $27,000,000, subject to adjustments. METRO FUEL: Court OKs Stipulated Order on NYCB's Conversion Motion ------------------------------------------------------------------ On Oct. 30, 2013, the U.S. Bankruptcy Court for the Eastern District of New York entered a stipulated order with respect to New York Commercial Bank ("NYCB")'s Conversion Motion, the Pre- Hearing Statement filed on Oct. 16, 2013, in connection with the Conversion Motion, and the Motion of the Official Committee of Unsecured Creditors filed Oct. 17, 2013, to modify the Debtors' exclusivity rights to provide co-exclusive rights with the Committee. Pursuant to the approved Stipulated Order: 1. Unless modified by agreement of the Parties or the Court, all objections or opposition briefing to the Conversion Motion will be filed on or before Nov. 5, 2013. 2. Unless modified by agreement of the Parties or the Court, all objections or opposition briefing to the Co-Exclusivity Motion will be filed on or before Nov. 5, 2013. 3. Unless modified by agreement of the Parties or the Court, all replies or responsive briefing in support of the Conversion Motion or Co-Exclusivity Motion will be filed on or before Nov. 13, 2013, at 12:00 p.m. (ET). 4. The Court has scheduled a telephonic status conference on the Conversion Motion and the Co-Exclusivity Motion for Nov. 14, 2013. at 10:00 a.m. (ET). 5. The Parties agree to conduct any hearing on the Conversion Motion without prehearing discovery or calling fact and/or expert witnesses; the Parties instead intend to proceed at any hearing based on the Court record (including briefs in support and in opposition), the Pre-Hearing Statement and the exhibits set forth in the Pre-Hearing Statement to which there was no objection. 6. The Pre-Hearing Statement is modified to include the following sentence inserted at the end of Paragraph 58: "Other than the payments described in Paragraph 57 above, NYCB has not received any other payments against its indebtedness since the Petition Date." 7. The Parties may execute this Order in multiple counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. It may be executed by facsimile or other electronic signature, which will have the same force and effect as an original signature. 7. The Court will retain jurisdiction with respect to all matters arising from or related to the implementation of this Order. A copy of the Pre-Hearing Statement is available at: http://bankrupt.com/misc/metrofuel.doc661.pdf About Metro Fuel Metro Fuel Oil Corp., is a family-owned energy company, founded in 1942, that supplies and delivers bioheat, biodiesel, heating oil, central air conditioning units, ultra low sulfur diesel fuel, natural gas and gasoline throughout the New York City metropolitan area and Long Island. Owned by the Pullo family, Metro has 55 delivery trucks and a 10 million-gallon fuel terminal in Brooklyn. Financial problems resulted in part from cost overruns in building an almost-complete biodiesel plant with capacity of producing 110 million gallons a year. Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown Realty Associates, Inc., and several of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No. 12-46913) on Sept. 27, 2012. Judge Elizabeth S. Stong presides over the case. Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the Debtor. The Debtor selected Epiq Bankruptcy Solutions LLC as notice and claims agent. Th Debtor tapped Carl Marks Advisory Group LLC as financial advisor and investment banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC as crisis managers for the Debtors, and appoint David Johnston as their chief restructuring officer. The petition showed assets of $65.1 million and debt totaling $79.3 million. Liabilities include $58.8 million in secured debt, with $48.3 million owing to banks and $10.5 million on secured industrial development bonds. Metro Terminals Corp., affiliate of Metro Fuel Oil Corp., disclosed $38,613,483 in assets and $71,374,410 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed seven-member creditors committee. Kelley Drye & Warren LLP represents the Committee. The Committee tapped FTI Consulting, Inc. as its financial advisor. On Feb. 15, 2013, the Bankruptcy Court entered an order approving the sale of substantially all of the assets of the Debtors to United Refining Energy Corp., for base purchase price of $27,000,000, subject to adjustments. MF GLOBAL: SIPC Applauds Trustee on Return of Customer Property --------------------------------------------------------------- With the approval Tuesday by the bankruptcy court of the request to allocate about $305 million from the MF Global Inc. (MFGI) estate to pay back commodity customers by the end of the year, all U.S. and overseas commodities customers will receive a 100 percent return of their customer property, according to James W. Giddens, trustee for the Securities Investor Protection Act (SIPA) liquidation of MFGI. The Securities Investor Protection Corporation (SIPC) on Nov. 6 applauded the hard work of Trustee Giddens and his attorneys in reaching this major milestone. The funds allocated are being advanced from the general estate of MFGI. SIPC President Stephen Harbeck said: "SIPC commends the Trustee for his significant achievement in this difficult case. The return of 100 percent of U.S. and overseas commodities customer property by the end of the year, coupled with the fact that 100 percent of securities customers' property has already been returned shows how committed Trustee Giddens and his staff are to SIPC's goal of always achieving the maximum recovery for customers. We also recognize the efforts of U.S. Bankruptcy Court Judge Martin Glenn in reaching this important milestone." Trustee Giddens said: "I am delighted to be in a position to make a full return of customer property to all commodities customers with allowed claims. We will now move as quickly as possible, once the Court's order is final, to begin the 100 percent final distribution to all former MF Global Inc. commodities futures customers, including customers who traded on U.S. exchanges and foreign exchanges." In commenting on Trustee Giddens' remarkable achievement, Judge Martin Glenn of the U.S. Bankruptcy Court in Manhattan noted: "I don't know of anyone who thought when the case started that the foreign and domestic commodity customers would be looking at 100% recoveries." Full details on the approval of the allocation motion can be found at mfglobaltrustee.com About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MF GLOBAL: CME Unveils Agreements to Expedite Customer Payments --------------------------------------------------------------- CME Group, Inc. (CME), the Customer Class Representatives in the ongoing MF Global multi-district litigation (Customer Representatives), and James W. Giddens, Trustee for the Securities Investor Protection Act (SIPA) liquidation of MF Global Inc. (MFGI) on Nov. 6 announced agreements that will resolve any claims by or against CME Group in connection with the MF Global matter, and will further help expedite payments to MFGI's former customers. In an agreement between the Trustee and CME, CME will be allowed to assert a $29 million claim against MFGI based on expenses incurred by CME as a result of MFGI's bankruptcy. CME's claim was reserved under the prior settlement agreement between CME and the Trustee that allowed the return of over $161 million to the Trustee. Pursuant to an agreement approved by the bankruptcy court, CME Group previously deferred its right to payment of any of its claims against MFGI until all customer account balance claims have been paid in full and that continues to be the case. In a separate agreement between CME and the Customer Representatives, CME has agreed to deliver $14.5 million, one-half of the distribution that it will receive from the Trustee, to the Customer Representatives for distribution to MFGI's former customers. On behalf of the Customers, Co-Lead Counsel Andrew Entwistle and Merrill Davidoff observed: "This settlement marks an additional commitment by the CME to the Customers of MF Global, which previously included the CME Trust's $50 million contingent commitment and the CME's $100 million commitment to farmers. This settlement dovetails nicely with our related settlement of the Customers' net equity claims against MFGI which will result in the Customers receiving the return of 100 percent of their net equity claims, though significant damages to the Customers and General Estate remain. This settlement allows us to continue our focus on MF Global's former officers and directors and the company's former auditor PwC. It is time for those defendants to pay for their improper behavior." "We are pleased that [Wednes]day's agreements help customers to finally recover the balance of their property," said CME Group Executive Chairman and President Terry Duffy. "Though CME Group fulfilled all of its responsibilities as a self-regulatory organization, these agreements provide a quicker resolution for our customers -- giving them more money back sooner, rather than working through prolonged litigation. [Wednes]day's announcement is in keeping with other actions we took to assist our clients after the MF Global failure -- issuing a $550 million guarantee to the Trustee to speed the return of customer property, pledging $50 million in assets of CME Trust to offset our customers' losses if necessary, and establishing the $100 million Family Farmer and Rancher Protection Fund to provide additional protection to the nation's farmers and ranchers." The agreements are subject to court approval before they can become effective, and will be presented for approval, as appropriate, to Bankruptcy Court Judge Martin Glenn and District Court Judge Victor Marrero. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MOBILESMITH INC: Sells Add'l $130,000 Convertible Note ------------------------------------------------------ MobileSmith, Inc., sold an additional convertible secured subordinated note due Nov. 14, 2016, in the principal amount of $130,000 to a current noteholder upon substantially the same terms and conditions as the Company's previously issued notes. The Company is obligated to pay interest on the New Note at an annualized rate of 8 percent payable in quarterly installments commencing Jan. 28, 2014. As with the Existing Notes, the Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. The Company plans to use the proceeds to meet ongoing working capital and capital spending requirements. The sale of the New Note was made pursuant to an exemption from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. About MobileSmith Inc. MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated in the State of Delaware in 1993. The Company changed its name to MobileSmith, Inc., effective July 1, 2013. The Company develops and markets software products and services tailored to users of mobile devices. The Company's flagship product is The MobileSmithTM Platform. The MobileSmithTM Platform is an innovative, patents pending mobile app development platform that enables organizations to rapidly create, deploy, and manage custom, native smartphone apps deliverable across iOS and Android mobile platforms. Smart Online disclosed a net loss of $4.39 million in 2012, as compared with a net loss of $3.54 million in 2011. The Company's balance sheet at June 30, 2013, showed $1.52 million in total assets, $31.12 million in total liabilities and a $29.59 million total stockholders' deficit. Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2012, which conditions raise substantial doubt about the Company's ability to continue as a going concern. MORGANS HOTEL: Yucaipa Plans to Make $8 Per Share Buyout Proposal ----------------------------------------------------------------- Ronald W. Burkle, Yucaipa American Management, LLC, Yucaipa American Funds, LLC, et al., on Oct. 31, 2013, sent a letter to the board of directors of Morgans Hotel Group Co. expressing a desire to make a proposal to the board to purchase the Company for $8.00 per share, subject to satisfactory due diligence and no material change in the Company's financial position. The Yucaipa Parties also encouraged the Company to seek other bids in order to ascertain if a higher price can be obtained. As of Oct. 31, 2013, the Yucaipa Parties beneficially owned 12,522,367 shares of common stock of Morgans Hotel representing 27.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/AkdxIR About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company incurred a net loss attributable to common stockholders of $66.81 million in 2012, a net loss attributable to common stockholders of $95.34 million in 2011, and a net loss attributable to common stockholders of $89.96 million in 2010. Morgans Hotel's balance sheet at June 30, 2013, showed $580.67 million in total assets, $744.32 million in total liabilities, $6.04 million in redeemable noncontrolling interest and a $169.70 million total stockholders' deficit. NATIONAL HOLDINGS: Bryant Riley Held 6.3% Stake at Oct. 24 ---------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Bryant Riley and his affiliates disclosed that as of Oct. 24, 2013, they beneficially owned 5,555,969 shares of common stock of National Holdings Corporation representing 6.3 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/4aLYSI About National Holdings New York, N.Y.-based National Holdings Corporation is a financial services organization, operating primarily through its wholly owned subsidiaries, National Securities Corporation, Finance Investments, Inc., and EquityStation, Inc. The Broker-Dealer Subsidiaries conduct a national securities brokerage business through their main offices in New York, New York, Boca Raton, Florida, and Seattle, Washington. The Company incurred a net loss of $1.93 million for the year ended Sept. 30, 2012, compared with a net loss of $4.71 million during the prior year. The Company's balance sheet at June 30, 2013, showed $23.43 million in total assets, $11.81 million in total liabilities and $11.62 million in total stockholders' equity. Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2012. The independent auditors noted that the Company has incurred significant losses and has a working capital deficit as of Sept. 30, 2012, that raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Our independent public accounting firm has issued an opinion on our consolidated financial statements that states that the consolidated financial statements were prepared assuming we will continue as a going concern and further states that our recurring losses from operations, stockholders' deficit and inability to generate sufficient cash flow to meet our obligations and sustain our operations raise substantial doubt about our ability to continue as a going concern. Our future is dependent on our ability to sustain profitability and obtain additional financing. If we fail to do so for any reason, we would not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptcy Code," the Company said in its annual report for the year ended Sept. 30, 2012. OHANA GROUP: Asks Court to Expand Scope of Krikorian Engagement --------------------------------------------------------------- Ohana Group, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to expand the scope of employment of The Law Offices Brian H. Krikorian as special counsel for the Debtor to include serving as the Debtor's special counsel in connection with plan confirmation issues, including without limitation issues relating to the enforcement, allowability, and amount of the claim held by the secured lender Wells Fargo, N.A., as trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Pass-Through Certificates, Series 2007-C5, and with preparation for and participating in evidentiary hearings on the Debtor's proposed plan of reorganization. On Feb. 4, 2013, the Court entered an Order authorizing the Debtor's employment of The Law Offices of Brian H. Krikorian as special counsel for the Debtor for the purpose of representing the Debtor in litigation against one of the Debtor's former tenants in King County Superior Court Case No. 12-2-15573-9. About Ohana Group LLC Ohana Group LLC, is a Washington limited liability company formed in 2006 for the purpose of managing and operating a mixed-used real property development located at 3601 Fremont Avenue N. in Seattle, Washington. The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012. The Debtor's members are Patricia Cawdrey and Daniel Cawdrey, Jr. Judge Marc Barreca oversees the case. James I. Day, Esq., at Bush Strout & Kornfeld LLP, in Seattle, serves as bankruptcy counsel. The Law Offices of Brian H. Krikorian represents the Debtor as special counsel in connection with the litigation against one of the Debtor's former tenants. In its petition, the Debtor scheduled $16,000,000 in assets and $11,696,131 in liabilities. OPTA MINERALS: In Process of Amending Certain Bank Covenant Ratios ------------------------------------------------------------------ Opta Minerals Inc. on Nov. 6 announced results for the three and nine months ended September 30, 2013. David Kruse, President and CEO of Opta Minerals, noted "Revenues in the third quarter and on a year to date basis have increased over the comparable periods in 2012 primarily due to the acquisitions of Babco Industrial Corp. and WGI Heavy Minerals, Incorporated (WGI) last year. Our base business has softened from the prior year as a result of generally weak economic conditions in the steel industry and reduced spending on infrastructure projects that also affects the Industrial Minerals Group. Earnings have been negatively impacted by these slowdowns. The impact was more pronounced in the Steel and Magnesium segment as the output in the steel industry during the quarter continued to track below the prior year. Results this quarter have been adversely affected by goodwill and intangible asset write-downs on certain goodwill and intangible assets in the Industrial Minerals segment and higher finance costs as a result of prior year acquisitions. We anticipate that the steel industry will continue to track consistently with the past two quarters. With the integration of WGI now substantially complete, we anticipate lower SGA and reduced one time charges. The Company remains focused on further cost reductions in order to restore margins on certain products to historical levels. Working capital is expected to decline over the next six months as there will be limited bulk purchases of slags and garnets required over this time period." Operational and Financial Highlights: -- For the three months ended September 30, 2013 Opta Minerals has a net loss of $1.4 million as compared to a net profit of $1.5 million in the comparable quarter in 2012. On a year to date basis, the Company incurred a net loss of $1.1 million compared to net profit of $4.3 million in 2012 over the same period. Economic conditions across all sectors have affected both revenues and margins during the year. Lower revenues within the Steel Group have had a significant impact on the Company's net earnings. The Company has also incurred certain one time costs approximating $1.5 million in severance costs, various professional fees related to the WGI acquisition, new banking agreements and amendments and implementation of tax planning strategies. During the quarter, the Company expensed $3.9 million in goodwill and intangible asset write-downs on non-financial assets related to the Industrial Minerals segment and realized a gain of $0.6 million in changes in expected payments to contingent consideration. -- Revenue in the Steel and Magnesium segment decreased 4.8% from the comparable quarter in 2012. On a year to date basis revenues have declined 5.4%. Revenue in the Steel and Magnesium segment has primarily been impacted by overall lower steel output in North America and Europe compared to the previous year. The Industrial Minerals segment increased 21.1% over the comparable quarter in 2012 and 58.8% on a year to date basis as compared to the previous year. The increase is due to the acquisition of WGI, partially offset by lower revenues in the base industrial minerals business related to generally weak economic conditions in this segment, as well as lower output in the steel industry as this group's revenues are also affected by the steel industry. In both segments we have not lost any major customers. -- Gross profit decreased quarter over quarter due to lower overall gross profit margins of 16.4% compared to 21.2% in the prior year quarter. For the nine months ended September 30, 2013 gross profit margins were 17.1% compared to 21.7% in the comparable 2012 period. Gross profit margins have declined due to the acquisition of WGI which has inherently lower margins, reduced steel revenues especially in the last two quarters which have higher inherent margins than the Industrial Minerals group, and lower margins in the Industrial Minerals segment compared to the prior year as a result of competitive pressures, and economic conditions affecting revenues and throughput. -- Selling, general and administrative expenses (SGA) as a percent of revenues were 12.9% in the third quarter and 13.9% for the first nine months of 2013. Included in SGA in the third quarter were $0.2 million in severance costs related to the restructuring and integration of the WGI acquisition. For the nine months ended September 30 2013 there were one time costs associated with professional fees for income tax restructuring of $0.2 million and severance costs of $0.8 million. With the integration of WGI substantially complete, the Company expects to reduce SGA in subsequent quarters as synergies have been achieved from the integration of the WGI acquisition. -- Finance expense was $0.9 million for the quarter and $3.0 million year to date. Finance expense includes $0.5 million year to date in legal and amendment fees related to recent amendments to our banking agreements. -- The debt to equity ratio at September 30, 2013 was 1.26 to 1.00, and at December 31, 2012 was 1.27 to 1.00. Subsequent to the quarter, the Company obtained a waiver of certain financial covenants under the Company's Credit Agreement with the Bank of Nova Scotia. At September 30, 2013, the Company was not able to fulfill certain financial covenants as stipulated under the Credit Agreement, which constituted an event of default under the Credit Agreement. Affected borrowings totaling $39.9 million have been classified as current liabilities. The Company is in the process of amending certain bank covenant ratios for subsequent quarters. Opta Minerals is a vertically integrated provider of custom process solutions and industrial mineral products used primarily in the steel, foundry, loose abrasive cleaning, water-jet cutting and municipal water filtration industries. The Company has production and distribution facilities in Ontario, Quebec, Saskatchewan, Louisiana, South Carolina, Virginia, Maryland, Indiana, Michigan, New York, Texas, Florida, Ohio, Idaho, France, Slovakia and Germany. Opta has one of the broadest product lines in the industry. OVERLAND STORAGE: Inks Pact to Acquire Tandberg Data ---------------------------------------------------- Overland Storage and Tandberg Data Holdings S.a r.l. announced a definitive agreement for Overland to acquire Tandberg Data, a privately held global leader of data storage and data protection solutions that generated revenue for the twelve months ended June 30, 2013, of approximately $60 million on a US GAAP basis. "The Overland and Tandberg combination will accelerate our strategy of becoming a global leader in the data management and data protection industry," said Eric Kelly, president and CEO of Overland Storage. "With more than $100 million in annual revenue for the combined company during the last fiscal year, we expect the combination of these two businesses to provide us with a clearer path to profitability. The combined company will offer one of the broadest product lines and service offerings in the enterprise storage marketplace, and have the resources necessary to expand our market presence, fuel our growth and deliver innovative products and cloud offerings in the future. "The combination of Overland and Tandberg will expand our geographical reach in Europe, Asia and the Middle East, as well as strengthen the research and development team. It will also enable us to leverage the world-class manufacturing facility in China." "We look forward to joining forces with Overland and are excited to combine our substantial resources to create a stable platform for profitability, enabling greater focus on accelerating revenue growth," said Patrick Clarke, CEO of Tandberg Data. "Together we will be able to support our customers globally with over 16,000 channel and service partners." Under the terms of the agreement: * 100 percent stock transaction. * Cyrus Capital, the owner of Tandberg Data, and other convertible debt holders will convert approximately 81 percent of their currently outstanding convertible debt into shares of Overland common stock at a price of $1.30 per share. * Eric Kelly will continue to serve as president and CEO of the combined company, Kurt Kalbfleisch will continue to serve as CFO and Randy Gast of Overland will serve in newly created position of COO. * Overland's board of directors will be expanded to seven directors, of which five will be current board members, and the other two of which will be new board members appointed by Cyrus Capital. The acquisition is currently expected to be completed by the end of December 2013, subject to customary closing conditions, shareholder and regulatory approvals. Tandberg Data Holdings S.a r.l is a leading global supplier of data storage and data protection solutions for small and medium- sized businesses, remote offices, departments and workgroups. Headquartered in Dortmund, Germany, Tandberg with offices around the world including the US, Japan, and France, and a manufacturing facility in China. Tandberg markets its solutions through a global channel of qualified resellers, distributors, and OEM manufacturers including Apple, Fujitsu, Toshiba, HP, Hitachi and NEC. Additional information is available for free at: http://is.gd/nHAAl6 About Overland Storage San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. Overland Storage incurred a net loss of $19.64 million on $48.02 million of net revenue for the fiscal year ended June 30, 2013, as compared with a net loss of $16.16 million on $59.63 million of net revenue during the prior fiscal year. The Company's balance sheet at June 30, 2013, showed $31.40 million in total assets, $41.69 million in total liabilities and a $10.29 million total shareholders' deficit. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013, citing recurring losses and negative operating cash flows which raise substantial doubt about the Company's ability to continue as a going concern. PACIFIC GOLD: Asher Enterprises Held 9.9% Stake as of Nov. 1 ------------------------------------------------------------ In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Asher Enterprises, Inc., disclosed that as of Nov. 1, 2013, it beneficially owned 2,722,405 shares of common stock of Pacific Gold Corp. representing 9.99 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/Eb10v3 About Pacific Gold Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the identification, acquisition, and development of prospects believed to have gold mineralization. Pacific Gold through its subsidiaries currently owns claims, property and leases in Nevada and Colorado. Pacific Gold disclosed a net loss of $16.62 million in 2012, as compared with a net loss of $1.38 million in 2011. As of June 30, 2013, the Company had $1.39 million in total assets, $4.30 million in total liabilities and a $2.91 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. PATRIOT COAL: Gets Authorization to Proceed with Rights Offering ---------------------------------------------------------------- Patriot Coal Corporation on Nov. 6 disclosed that the Bankruptcy Court for the Eastern District of Missouri has confirmed that the Company's Disclosure Statement contains the information necessary to enable creditors to vote on the Company's Plan of Reorganization. Following the Nov. 6 ruling, Patriot will immediately commence the process to solicit votes on its Plan of Reorganization as outlined in filings with the bankruptcy court. The Court on Nov. 6 also authorized Patriot to move forward with the proposed Rights Offerings in conjunction with the Plan of Reorganization. As previously disclosed, the Rights Offerings will be fully backstopped by Knighthead Capital Management, LLC and certain affiliates. Additionally, the Court approved an agreement with leading financial institutions Barclays and Deutsche Bank to arrange new exit financing and post-emergence credit facilities of $576 million. Finally, the Court approved the Company's previously announced settlements with Peabody Energy Corporation (Peabody) and Arch Coal, Inc. (Arch). "[Wednes]day's actions by the court represent important milestones on Patriot's path to emergence as a strong, well-capitalized competitor in the coal industry," said Patriot President and Chief Executive Officer Bennett K. Hatfield. "Taken together, the Rights Offering and the settlements with Peabody and Arch lay the foundation for completion of our exit financing in the next few weeks. We remain on schedule for emergence from bankruptcy in mid to late December." About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a First Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 26, 2013. QUEEN ELIZABETH: Opposes Dismissal, Touts "Good Faith" Filing ------------------------------------------------------------- Debtor Queen Elizabeth Realty Corp. objects to the motions of (1) Margaret Wu for the dismissal of the Debtor's Chapter 11 case or, in the alternative, abstention; and (2) Dean Fong as Receiver of the Property of Phillip Wu for the dismissal of the case or, in the alternative, abstention, and to excuse the Receiver from compliance with 11 U.S.C. Section 543. The Debtor cited: 1. A Receiver's proper role is as a neutral officer of the Court and not an advocate for either party to the proceeding for which he was appointed. 2. Movants are not creditors of the Debtor and have no standing to file the motions. 3. The Debtor has been deprived of due process in the divorce action and any assertion that its rights can be protected in that proceeding is illusory. 4. The Bankruptcy Court is able to modify provisional relief previously granted in the divorce action and thus should deny the receiver's request to be excused from compliance with 11 U.S.C. Section 543. The Receiver has the power to monitor and protect Phillip Wu's one-third minority interest in QERC, and no more/ 5. It is in the best interests of the Debtor and the estate that the Chapter 11 case be prosecuted through the confirmation of a plan or reorganization. 6. The Chapter 11 case was filed in good faith. In this case, the Movants are both non-creditors who have latched onto and sought distribution from property that is not the marital property of either divorcing party. 7. Abstention under 11 U.S.C. 305 is appropriate only where both the Debtor and creditors would benefit. The Debtor says the Dismissal Motions were filed prematurely, less than 1 month from the Filing Date, and seeks to provide a windfall to Movants to the detriment of the Debtor's estate and creditors. The Debtor says it should be afforded a reasonable opportunity to confirm a plan and reorganize its affairs in the Chapter 11 proceeding, and at the very minimum, the statutory time the Debtor entitled to confirm the Plan, which it is confident will be confirmed. A copy of the Debtor's opposition to the Dismissal Motions is available at http://bankrupt.com/misc/qerc.doc36.pdf On Oct. 28, 2013, the Debtor filed a supplement to its opposition. The supplement updates the Court regarding developments that have occurred in the past five calendar days that bear directly upon the Court's determination of the Motions. A copy of the document is available at: http://bankrupt.com/misc/qerc.doc42.pdf SCB Also Opposes Dismissal Like the Debtor, Shanghai Commercial Bank Ltd., New York Branch ("SCB") also wants denial of the Dismissal Motions, citing: 1. The C-TC 9th Ave. P'ship v. Norton Co. (In re: C-TC 9th Ave. P'ship.), 113 F.3d 1304, 1311 (2d Cir. 1997) factors do not weigh in favor of dismissing the bankruptcy case. 2. The best interests of the Debtor and its creditors are not met by dismissing the bankruptcy case. 3. The Receiver must comply with the Turnover Requirements of the Bankruptcy Code and should not be permitted to control over the Property. 4. The Receiver should not be entitled to costs and expenses pursuant to 11 U.S.C. Section 543(c)(2). Dismissal Motions A) Margaret Wu Dismissal Motion On Aug. 8, 2013, Margaret Wu filed with the U.S. Bankruptcy Court for the Southern District of Florida a motion to dismiss Queen Elizabeth Realty Corp.'s bankruptcy case, citing: 1. The Debtor's bankruptcy case was filed only to frustrate and defeat the rights of Margaret Wu in her pending divorce proceeding in New York State Supreme Court under Index #300080/2009. Phillip Wu is the Defendant in the divorce proceeding and owner of 1/3 of the Debtor's shares. 2. The Debtor has no unsecured creditors, and its primary issues are effectively a two-party dispute with Margaret Wu. Based upon the Debtor's schedules and Statements of Financial Affairs the Debtor has no operations or income that can reasonably support any of its current financial obligations or provide any value under a plan of reorganization. 3. Suspension, abstention or dismissal is appropriate when much of what can be accomplished before the Bankruptcy Court has or can be accomplished in actions before the state court. Again, it should be noted this bankruptcy case was filed as part of an improper effort by the Debtor to stall and delay as long as possible despite no possible benefit to its creditors (and despite a receiver, an independent fiduciary being active in the matrimonial proceeding). 4. There is no justification for allowing this bankruptcy case to continue and accrue administrative expenses. A copy of Margaret Wu's Dismissal Motion is available at: http://bankrupt.com/misc/qerc.doc12.pdf B) Receiver's Dismissal Motion On Sept. 18, 2013, Dean K. Fong, Esq., as Receiver of the Property of Phillip Wu, asked the Bankruptcy Court for (i) an order dismissing the Debtor's Chapter 11 case under Bankruptcy Code Section 1112(b) based on lack of good faith, or (ii) an order dismissing or suspending the proceedings in the case under Bankruptcy Code Section 305(a), as the interests of the creditors and Debtor would be better served by dismissal or suspension; or in the alternative, (iii) an order (a) excusing the Receiver from complying with any turnover under Bankruptcy Code Section 543(d), and/or (b) protecting the property held by the Receiver and for payment of the Receiver's reasonable costs and expenses under Bankruptcy Code Section 543(c). The Receiver relates: 1. The Case is a classic example of a chapter 11 filed in bad faith for the improper purpose of halting an ongoing state court action. 2. The essential controversy here is a two party dispute between Margaret Wu, on the one hand, and her husband Phillip Wu, on the other hand, over what she is entitled to in the divorce action, and Jeffrey Wu's effort to use the Court to help Debtor avoid paying rent to the Receiver -- and ultimately to Margaret Wu. According to the Receiver, the case was filed shortly after the Receiver obtained a judgment in the eviction proceeding the Receiver against a company that Jeffrey Wu owned and/or controlled. A copy of the Receiver's Dismissal Motion is available at: http://bankrupt.com/misc/qerc.doc26.pdf Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-12335) on July 17, 2013. Jeffrey Wu signed the petition as president. Judge Stuart M. Bernstein presides over the case. Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel. The Debtor disclosed $20 million of total assets and $12 million of total liabilities in its Schedules. The petition was signed by Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's shares. Jeffrey Wu and Lewis Wu (brothers of Phillip Wu, brothers-in-law of Margaret Wu, each own 1/3 of the shares of the Debtor. REEVES DEVELOPMENT: IberiaBank Opposes Bid to Use Cash Collateral ----------------------------------------------------------------- IberiaBank is blocking efforts by Reeves Development Co. LLC to win court approval to use a portion of the funds considered to be the bank's cash collateral. Reeves Development in October asked the U.S. Bankruptcy Court for the Western District of Louisiana for green light to use the cash collateral to fund a material pit project in Lake Charles, Louisiana. Ronald Bertrand, Esq., said creditors including IberiaBank "do not have the ability to monitor what is going on as to their cash collateral" because the company doesn't file its financial reports on time. "If the debtor is not capable of maintaining records on a more current basis...then said debtor should not be authorized to use cash collateral," the bank's lawyer said in court papers filed last week. Mr. Bertrand said the last reports filed by the company with the court "do not reflect sufficient cash collateral" to justify its request to use the funds. Mr. Bertrand further said that the use of the bank's cash collateral for the project is not part of Reeves Development's proposed Chapter 11 plan. "At the time of the Chapter 11 filing, the debtor was not operating a dirt pit. This is a new venture, with no history to fall back on," the lawyer said, adding that all information about the viability and success of the project is "speculative." Mr. Bertrand can be reached at: Ronald J. Bertrand, Esq. Attorney at Law 714 Kirby Street Lake Charles, Louisiana 70601 Telephone: (337) 436-2541 About Reeves Development Reeves Development Company, LLC, a commercial and residential real estate developer, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012. The closely held developer was founded in 1998 by Charles Reeves Jr., its sole owner. Reeves Development has about 80 employees and generates about $40 million in annual revenue, according to its Web site. Bankruptcy Judge Robert Summerhays oversees the case. Arthur A. Vingiello, Esq. -- avingiello@steffeslaw.com -- at Steffes, Vingiello & McKenzie, LLC, in Baton Rogue, Louisiana, represents the Debtor as counsel. Reeves Development scheduled assets of $15,454,626 and liabilities of $20,156,597 as of the Petition Date. Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case No. 12-21009) also sought court protection. RESIDENTIAL CAPITAL: Plan Objections Filed Ahead of Nov 19 Hearing ------------------------------------------------------------------ Residential Capital LLC will return to the Bankruptcy Court on Nov. 19, 2013, to seek confirmation of its Chapter 11 exit plan co-proposed with the Official Committee of Unsecured Creditors. The Confirmation Hearing may be adjourned from time to time by the Court or the Plan Proponents without further notice other than adjournments announced in open Court or as indicated in any notice of agenda of matters scheduled for a particular hearing that is filed with the Court. Multiple parties -- the U.S. Trustee for Region 2; Syncora Guarantee, Inc.; an ad hoc committee of junior secured noteholders; Ocwen Loan Servicing, LLC; the Los Angeles County Treasurer; Impac Funding Corporation and Impac Mortgage Holdings, Inc.; Oracle America, Inc.; Federal Home Loan Mortgage Corporation ("Freddie Mac"); Federal Housing Finance Agency, as conservator for Freddie Mac; PNC Mortgage; County of San Bernardino, California; Wachovia Bank and Wachovia Bank of Delaware, now succeeded by Wells Fargo Bank, N.A. -- filed objections to the confirmation of the Chapter 11 Plan proposed by Residential Capital, LLC, and its debtor affiliates and the Official Committee of Unsecured Creditors. The U.S. Trustee objects to confirmation of the Plan "because the Plan Proponents have failed to meet their burden of proof to show that the Plan satisfies Section 1129 of the Bankruptcy Code. Specifically, the Plan impermissibly provides for non-debtor third-party releases and an exculpation provision that do not comport with Second Circuit law or the Bankruptcy Code because they are overly broad." Syncora asserts, "The Debtors' proposed Plan would, if confirmed, deny any recovery to certain RMBS Trusts simply because certificates issued by those Trusts were insured and, for the other RMBS Trusts permitted to participate in recoveries, would still reduce the assets otherwise distributable by an unspecified amount, stated as '5.7% of the Allowed RMBS Trust Claims,' which total about $7.3 billion. However, in neither case do the affected Trusts receive any consideration in return. And notwithstanding the foregoing gratuitous abandonment of claims and recoveries by the Trustees for the RMBS Trusts, the proposed Plan also would exculpate the Trustees from liability for negotiating and/or agreeing to such terms, except for gross negligence or willful misconduct, and would enjoin suit against the Trustees on account of Released Claims." The Ad Hoc Committee reiterates their assertion that the Plan deprives its members of their constitutionally protected property rights in specific collateral securing the JSNs claims. Ocwen, the postpetition purchaser of the Debtors' mortgage servicing assets, takes no issue with the bulk of the Plan but complains that the Plan does not provide that the Liquidating Trust, with whom all postpetition contracts will vest upon the Effective Date, will assume and perform all of the Debtors' obligations under the postpetition contracts, including the Ocwen Asset Purchase Agreement, and fails to provide Ocwen with an adequate means to enforce against the Liquidating Trust all rights under the Ocwen APA following occurrence of the Effective Date. Freddie Mac also complains of the wide-ranging, non-consensual third-party releases of its claims against Ally Financial, Inc., Ally Bank, and their non-debtor affiliates. PNC Mortgage also complains that the language of the releases granted to Ally Bank is unclear if it could somehow be construed to negate the requirement to fully repay and reimburse PNC if its servicing transition is not completed prior to confirmation of the Plan. WFBNA asks that an express finding that none of AFI's direct obligations under its deposit agreement are released under the Plan. FHFA complains that the Plan fails to provide for its claim of a first priority right to payment from the Debtor' estates pursuant to the Housing and Economic Recovery Act of 2008 and binding Second Circuit precedent. Moreover, assuming arguendo that FHFA's claims can be treated pari passu with general unsecured creditors, FHFA complains that the Plan unfairly discriminates against FHFA by providing it a significantly smaller distribution percentage than the Debtors' GUCs. The States of Arizona, California, Delaware, Florida, Hawaii, Idaho, Indiana, Iowa, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, Nevada, New Hampshire, New Jersey, ,New Mexico, New York, North Carolina, North Dakota, Ohio, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Virginia, Washington, Wisconsin, and District of Columbia, jointly represented by Victoria D. Garry, Esq. -- victoria.garry@ohioattorneygeneral.gov -- Assistant Ohio Attorney General, in Cincinnati, Ohio, object to the injunctions in the Plan, complaining that they are excessively broad and overreaching in that it enjoins future actions by the states to enforce certain non-monetary provisions contained in the Consent Judgment. The Los Angeles County Treasurer complains that its tax claims, totalling $111,513, are impermissibly classified as "Priority Tax Claims" under the Plan. San Bernardino complains that its postpetition administrative tax claims are not included in the Plan although these claims have not been paid or discharged. Impac complains, among other things, that the Plan impermissibly extends the deadline for the Debtors to assume or reject executory contracts well-beyond the date of plan confirmation in violation of the Bankruptcy Code. Oracle tells the Court that, at this time, it does not consent to the assumption and assignment of its postpetition contracts to the liquidating trustee because it does not have information necessary or sufficient regarding the specificity of the contract at issue. A group of insurers General Motors Combined Specialty Insurance Program 12/15/00-12/15/03 complain that the Plan is not confirmable because it attempts to prejudice their rights. They assert that courts have recognized that Chapter 11 plans must be "insurance neutral," which means that the pre-bankruptcy status quo must be maintained with respect to insurance-related matters. The disclosure statement explaining the Plan was approved during a hearing held on Aug. 21 and Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York entered an order approving the disclosure statement on Aug. 23. The Debtors' Plan is based on a global settlement it entered into with certain parties-in-interest, including its parent, Ally. Under the global settlement, Ally will contribute $2.1 billion to fund the Chapter 11 Plan. In exchange for its contribution, Ally will be granted releases by the Debtors and certain third parties. The $2.1 billion Plan funding from Ally was an improvement from the $750 million it agreed to pay the Debtors prior to the Petition Date. Ambac Supports Plan Confirmation Ambac Assurance Corporation supports confirmation of the Plan, stating that it resolves many of the most significant claims against the Debtors, including those of monoline insurers, on a largely consensual basis. Ambac, however, reserves all rights with respect to the Plan, including the right to respond to any objections to the Plan as they pertain to Ambac's claims or the stipulation. The U.S. Trustee is represented by Brian S. Masumoto, Esq., Eric Small, Esq., and Michael T. Driscoll, Esq., Trial Attorneys, Office of the United States Trustee, in New York. Syncora is represented by Paul R. DeFilippo, Esq., Randall R. Rainer, Esq., and Fletcher W. Strong, Esq., at Wollmuth Maher & Deutsch LLP, in New York. The Ad Hoc Committee is represented by J. Christopher Shore, Esq., and Harrison L. Denman, Esq., at WHITE & CASE LLP, in New York; Gerard Uzzi, Esq., David S. Cohen, Esq., Daniel M. Perry, Esq., and Atara Miller, Esq., at MILBANK, TWEED, HADLEY & MCCLOY LLP, in New York; and Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. Ocwen is represented by Jennifer C. DeMarco, Esq., Adam Lesman, Esq., and Leah S. Edelboim, Esq., at CLIFFORD CHANCE US LLP, in New York. The Los Angeles County Treasurer is represented by Timothy T. Brock, Esq., and Abigail Snow, Esq., at SATTERLEE STEPHENS BURKE & BURKE LLP, in New York; and Barry S. Glaser, Esq., at STECKBAUER WEINHART, LLP, in Los Angeles, California. Impac is represented by Christopher F. Graham, Esq., and Alan F. Kaufman, Esq., at MCKENNA LONG & ALDRIDGE LLP, in New York; and David E. Gordon, Esq., at MCKENNA LONG & ALDRIDGE LLP, in Atlanta, Georgia. Oracle is represented by Amish R. Doshi, Esq., at Magnozzi & Kye, LLP, in Huntington, New York. Freddie Mac is represented by Peter S. Goodman, Esq., and Michael R. Carney, Esq., at MCKOOL SMITH, P.C., in New York. PNC Mortgage is represented by Michael B. Schaedle, Esq., and Stanley B. Tarr, Esq., at BLANK ROME LLP, in New York. Ambac is represented by David W. Dykhouse, Esq., and Brian P. Guiney, Esq., at PATTERSON BELKNAP WEBB & TYLER LLP, in New York. San Bernardino is represented by Martha E. Romero, Esq., at Romero Law Firm, in Whittier, California. WFBNA is represented by James Donnell, Esq., at WINSTON & STRAWN LLP, in New York; and Nathan P. Lebioda, Esq., at WINSTON & STRAWN LLP, in Charlotte, North Carolina. Certain GM Insurers are represented by Susan N.K. Gummow, Esq., and John Eggum, Esq., at FORAN GLENNON PALANDECH PONZI & RUDLOFF PC, in Chicago, Illinois; and Matthew Fernandez Konigsberg, Esq., at FORAN GLENNON PALANDECH PONZI & RUDLOFF PC, in New York. The Objecting States are represented by Victoria D. Garry, Esq. -- victoria.garry@ohioattorneygeneral.gov -- and Michael DeWine, Esq., at Assistant Ohio Attorney General, in Cincinnati, Ohio. Andrew K. Glenn, Esq., Kanchana Wangkeo Leung, Esq., and Daniel A. Fliman, Esq., at KASOWITZ, BENSON, TORRES & FRIEDMAN LLP, in New York, represent FHFA. Donna Moore and Keith McMillon, together with named plaintiff Frenchola Holden in the putative class action styled Donna Moore, Frenchola Holden and Keith McMillon, Individually and on Behalf of All Others Similarly Situated v. GMAC Mortgage, LLC, GMAC Bank, and Cap Re of Vermont, Inc., Civil Action No. 2:07-cv-4296-PD, filed in the United States District Court for the Eastern District of Pennsylvania also objected to the confirmation of the Plan. The RESPA Plaintiffs and the Putative Class are represented by Michael S. Etkin, Esq., Tatiana Ingman, Esq., and Andrew D. Behlmann, Esq., at LOWENSTEIN SANDLER LLP, in New York. Deutsche Alt-A Securities, Inc., DB Structured Products, Inc., Deutsche Bank Securities Inc., Deutsche Mortgage Securities, Inc., MIT Holdings, Inc., MortgageIT, Inc., and MortgageIT Securities Corp., also objected to the confirmation of the Plan. Richard D. Owens, Esq., and Aaron M. Singer, Esq., at LATHAM & WATKINS LLP, in New York, represent them. Universal Restoration Services, Inc., represented by Jonathan P. Friedland, Esq. -- jfriedland@lplegal.com -- Mitchell Bryan, Esq. -- mbryan@lplegal.com -- and Jamie L. Burns, Esq. -- jburns@lplegal.com -- at LEVENFELD PEARLSTEIN, LLC, in Chicago, Illinois, also objected to the confirmation of the Plan. Other parties who objected to the confirmation of the Plan are pro se creditors Wendy Alison Nora, Paul N. Papas II, Richard D. Rode, and Philip Roger Flinn, II. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Proponents File Plan Supplement Exhibits ------------------------------------------------------------- Residential Capital LLC et al. and the Official Committee of Unsecured Creditors filed exhibits comprising the Plan Supplement in connection with confirmation of the Joint Chapter 11 Plan: * Exhibit 2: Liquidating Trust Agreement * Exhibit 3: RMBS Claims Trust Agreement * Exhibit 4: Borrower Claims Trust Agreement * Exhibit 5: Private Securities Claims Trust Agreement * Exhibit 6: Initial Members of the Liquidating Trust Board * Exhibit 7: Initial Members of Liquidating Trust Management * Exhibit 8: Initial Members of Borrower Claims Trust Committee and Identity of the Borrower Claims Trustee * Exhibit 9: Identity of the Private Securities Claims Trustee * Exhibit 10: Borrower Trust True-Up * Exhibit 11: Cooperation Agreement between the Liquidating Trust and the Kessler Settlement Class * Exhibit 12: Policy Numbers for the GM Policies * Exhibit 13: Liquidating Trust Causes of Action * Exhibit 14: Stipulated Allocation of Allowed Fee Claim * Exhibit 15: Borrower-Related Causes of Action * Exhibit 16: Updated RMBS Trust Claims Schedules * Exhibit 17: Ally Contract Claims Estimate * Exhibit 18: Identity of the RMBS Claims Trust Trustees * Exhibit 19: Material Terms on which the Plan Proponents May Pay Postpetition Interest Over Time * Exhibit 20: Initial List of Claims To Be Subordinated Under the Plan * Exhibit 21: Updated Disclosure Statement Exhibits 12 and 13 Full-text copies of the Plan Exhibits are available for free at http://bankrupt.com/misc/RESCAPplanex1011.pdf About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Wants to Approve GMACM and GVC Settlement -------------------------------------------------------------- Residential Capital LLC et al. ask the Court to approve a settlement agreement entered into by and between GMAC Mortgage, LLC, and GVC Mortgage, Inc., resolving and releasing certain claims for repurchase, indemnification and reimbursement obligations held by GMACM arising under a correspondent agreement for purchase and sale of residential mortgage loans dated April 3, 2006, by and among the parties and Ally Bank. Under the Settlement Agreement, dated May 14, 2013, GMACM has agreed to accept a certain amount in exchange for a mutual release of all claims related to the loans under the Purchase Agreement, including GMACM's Repurchase Demands, without admission as to liability by GVC. A portion of the Settlement Amount was paid on June 28, 2013. Thereafter, 48 payments of the remaining amount are to be paid on the 1st day of each month, beginning Aug. 1, 2013. Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York, tells the Court that the settlement agreement does away with litigation with GVC, which would be costly and time consuming. He adds that the settlement includes a mechanism for ensuring collection and imposing a penalty in the event that GVC defaults. Moreover, the Settlement, Mr. Lee says, was negotiated at arms' length and is fair and reasonable. Furthermore, the Debtors have determined that the scope of the release under the Settlement, which provides for a mutual release of all claims by each of the Parties and their various affiliates and representatives related to the Loans purchased by GMACM under the Purchase Agreement, is reasonable as it brings finality to the transactions under the Purchase Agreement, all of which took place in 2008 or before. Mr. Lee also says that the Debtors discussed the Settlement with counsel and financial advisors to the Official Committee of Unsecured Creditors prior to filing the Motion. Following their review of the basis for, and terms of, the Settlement, including the review of diligence materials provided by the Debtors, counsel to the Creditors' Committee advised the Debtors that they have no objection to the Settlement. The Debtors sought leave to file under seal redacted portions of the settlement agreement, asserting that disclosure of the repurchase recovery rates set forth in the settlement agreement could be detrimental to their efforts to liquidate similar claims against other counterparties for the benefit of their estates and, ultimately, their creditors. The Debtors add that GVC's future ability to negotiate repurchase terms in the ordinary course of their business could also be hampered if the economic terms of the settlement agreement were made publicly available. A hearing on the motion will be held on Nov. 15, 2013 at 10:00 a.m. (Prevailing Eastern Time). Objections are due Nov. 8. The Debtors are also represented by Norman S. Rosenbaum, Esq., and Erica J. Richards, Esq., at MORRISON & FOERSTER LLP, in New York. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: May Pay $2-Mil. Bonus to Lewis Kruger ---------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York has authorized Residential Capital, LLC, and its debtor affiliates to amend their engagement letter with their chief restructuring officer, Lewis Kruger. Under the amendment, Mr. Kruger will be paid a $2.0 million bonus for the significant continued efforts he exerted in leading the Debtors to the settlements with the Official Committee of Unsecured Creditors and other major settlements that lead to the Chapter 11 plan of reorganization. The Creditors' Committee, in a court filing, expressed its support to the payment of Mr. Kruger's success fee, stating, "The Committee recognizes that, since his appointment as CRO, Mr. Kruger has played an important role in guiding the Debtors through the mediation process and working with the Committee towards plan confirmation. Given the important role that Mr. Kruger has played and will continue to play in his role as CRO, the Committee believes the Success Fee is appropriate." About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: MoFo's Lampe Walled Off From Ch.11 Case ------------------------------------------------------------ In the Chapter 11 cases of Residential Capital LLC, Lorenzo Marinuzzi, Esq., a partner at Morrison & Foerster LLP, in New York, disclosed in a supplemental affidavit that on or about July 16, 2013, Donald C. Lampe, Esq., started work at M&F as a partner in the Financial Services Group in M&F's Washington, D.C. office. Prior to joining M&F, Mr. Lampe worked as a partner at Dykema Gossett PLLC. While at Dykema, Mr. Lampe represented Ocwen Loan Servicing, LLC, with respect to licensing and certain regulatory matters relating to Ocwen's purchase of the Debtors' origination and servicing businesses. The Sale Transaction was approved by the Bankruptcy Court on November 21, 2012, and closed on February 15, 2013. Because of Mr. Lampe's prior representation of Ocwen, and in compliance with M&F procedures, Mr. Lampe has been walled off from all communications regarding the Chapter 11 cases, including Ocwen's involvement therein. It is anticipated that Mr. Lampe will perform licensing, regulatory, enforcement, and administrative services for Ocwen going forward, but will not perform any services relating to the Debtors in the Chapter 11 cases. Mr. Marinuzzi assured the Court that M&F does not hold or represent any interest adverse to the Debtors' estates and is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code as modified by Section 1107(b). About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). SANTEON GROUP: Divests eBenefits Network Business for $500,000 -------------------------------------------------------------- Santeon Group Inc. has divested its eBenefits Network to a group of investors, including Dr. Ash Rofail, Santeon's chief executive officer, for $500,000 in cash, subject to potential post-closing purchase price adjustments. The transaction closed on Oct. 31, 2013. "Divesting eBN enables Santeon to focus exclusively on its core Agile and outsourced software development services-areas we believe present the most compelling growth opportunities and that best leverage the core capabilities of the Company," said Jason Frankl, independent member of the Board of Directors. "This transaction enhances Santeon's focus on its strategic direction and value proposition." eBN is a cloud-based service that automates the employee benefits enrollment process by seamlessly and securely integrating an employer's HR system with those of their benefit insurance carriers and providers. Under the agreement, the group will acquire eBN's assets, including its intellectual property. Santeon will provide to eBN personnel, accounting, IT, HR and other support services for at least six months under a Master Services Agreement. About Santeon Group Reston, Va.-based Santeon Group, Inc., is a diversified software products and services company specializing in the transformation and optimization of business through the deployment or the development of innovative products and services using Agile mindsets in the information systems/technology, healthcare, environmental/energy and media sectors. The Company's clients include state and local governments, federal agencies and private sector customers. As reported by the Troubled Company Reporter on Aug. 24, 2012, RBSM LLP, in New York, N.Y., expressed substantial doubt about Santeon's ability to continue as a going concern, following its audit of the Company's financial position and results of operations for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered losses from operations and is experiencing difficulty in generating sufficient cash flows to meet its obligations and sustain its operations. The Company reported net income of $185,815 on $4.27 million of revenue for the full year 2012, as compared with a net loss of $475,333 on $2.24 million of revenue for the full year 2011. The Company's balance sheet at June 30, 2013, showed $1.16 million in total assets, $980,179 in total liabilities and $185,470 in total stockholders' equity. SINO-FOREST CORP: Nov. 18 Settlement Approval Order Hearing Set --------------------------------------------------------------- TO: All persons and entities, wherever they may reside, who acquired any securities of Sino-Forest Corporation including securities acquired in the primary, secondary, and over-the- counter markets. READ THIS NOTICE CAREFULLY AS IT MAY AFFECT YOUR LEGAL RIGHTS. YOU MAY NEED TO TAKE PROMPT ACTION IMPORTANT DEADLINES Claims Bar Deadline (to file a claim for compensation from the Ernst & Young Settlement.) February 14, 2014 Objection Deadline (for those who wish to object or make submissions regarding the proposed November 29, 2013 Claims and Distribution Protocol or the fee and disbursement request of Class Counsel.) Background of Sino-Forest Class Action and CCAA Proceeding In June and July of 2011, class actions were commenced in the Ontario Superior Court of Justice and the Quebec Superior Court by certain plaintiffs against Sino-Forest Corporation, its senior officers and directors, its underwriters, a consulting company, and its auditors, including Ernst & Young LLP. In January 2012, a proposed class action was commenced against Sino-Forest and other defendants in the Supreme Court of the State of New York which is now pending in the United States District Court for the Southern District of New York. The actions alleged that the public filings of Sino-Forest contained false and misleading statements about Sino-Forest's assets, business, and transactions. The actions also allege that Ernst & Young issued false and misleading audit opinions on Sino-Forest's financial statements issued during the class period. Since that time, the litigation has been vigorously contested. On March 30, 2012, Sino-Forest obtained creditor protection under the Companies' Creditors Arrangement Act, and the Ontario Superior Court ordered a stay of proceedings against the company and other parties, including Ernst & Young. Orders and other materials relevant to the CCAA Proceeding can be found at the CCAA Monitor's website at http://cfcanada.fticonsulting.com/sfc/ On December 10, 2012, a Plan of Arrangement was approved by the court in the CCAA Proceeding. As part of the Plan of Arrangement, the court approved a framework by which the Plaintiffs may enter into settlement agreements with any of the third-party defendants to the Proceedings. Settlement with Ernst & Young The Plaintiffs have entered into a settlement with Ernst & Young. The Settlement Agreement was approved by the Ontario Superior Court of Justice by an order dated March 20, 2013. Pursuant to the Settlement Agreement, Ernst & Young will pay CAD$117,000,000 to a Settlement Trust to be administered in accordance with orders of the court. In return, the action will be dismissed against Ernst & Young, and there will be an order forever barring claims against it in relation to Sino-Forest including any allegations relating to the Proceedings. Ernst & Young does not admit to any wrongdoing or liability. The terms of the Settlement Agreement do not involve the resolution of any claims against Sino-Forest or any of the other defendants. For information regarding CCAA orders affecting Sino-Forest, including the Settlement Approval Order, please see the Monitor's Website. A complete copy of the Settlement Agreement and other information about these proceedings is available at: http://www.kmlaw.ca/sinoforestclassactionand http://www.sinoeysettlement.com The Settlement Agreement is contingent on the United States Bankruptcy Court for the Southern District of New York recognizing the Settlement Approval Order. A hearing to recognize the Settlement Approval Order will be held in the U.S. Bankruptcy Court on November 18, 2013. Who Acts for the Securities Claimants Koskie Minsky LLP, Siskinds LLP, Siskinds Desmeules, sencrl, and Cohen Milstein Sellers & Toll PLLC represent the Securities Claimants in the Proceedings. If you want to be represented by another lawyer, you may hire one to appear in court for you at your own expense. You will not have to directly pay any fees or expenses to Class Counsel. However, Class Counsel will seek to have their fees and expenses paid from any money obtained for the class or paid separately by the defendants. The fee request of Class Counsel in connection with the Settlement Agreement is explained below. Hearing to Approve the Claims and Distribution Protocol and Class Counsel Fees on December 13, 2013 in Toronto, Ontario On December 13, 2013 at 10:00 a.m., there will be a hearing before the Ontario Superior Court of Justice at which Class Counsel will seek that Court's approval of (1) the plan for allocating the Net Settlement Amount among the members of the Securities Claimants; and (2) the fees and expense reimbursement requests of Class Counsel. The hearing will be held at the Canada Life Building, 330 University Avenue, 8th Floor, Toronto, Ontario. The exact courtroom number will be available on a notice board on the 8th Floor. The proposed Claims and Distribution Protocol sets out, among other things, i) the method by which the Administrator will review and process claims forms; and ii) the method by which the Administrator will calculate the amount of compensation to be distributed to each Securities Claimant, including the Allocation System, which assigns different risk adjustment factors to different Sino-Forest securities depending on factors such as the type of security acquired and the time that security was acquired. Persons that suffered the same loss on their Sino-Forest securities may receive different levels of compensation, depending on the risk adjustment factors assigned to their securities. The detailed proposed Claims and Distribution Protocol can be found at the Class Action Websites, or by contacting Class Counsel at the contact information set out at the end of this notice. The court has discretion to modify the proposed Claims and Distribution Protocol. At the Distribution Protocol and Fee Hearing, Class Counsel will also seek court approval of its request for fees and expense reimbursements. As is customary in class actions, Class Counsel is prosecuting and will continue to prosecute this class action on a contingent fee basis. Class Counsel is not paid as the matter proceeds, and Class Counsel funds the out-of-pocket expenses of conducting the litigation. Class Counsel will be requesting the following fees and disbursements to be deducted from the Settlement Amount before it is distributed to Class Members: Koskie Minsky LLP, Siskinds LLP, Siskinds Desmeules, sencrl Amount requested: $17,846,250, plus disbursements (expenses), plus taxes Cohen Milstein Sellers & Toll PLLC Amount requested: $2,340,000, plus disbursements (expenses), plus taxes The court materials in support of these fee and disbursement requests will be posted on the Class Action Websites prior to the Distribution Protocol and Fee Hearing. Expenses incurred or payable relating to notification, implementation, and administration of the settlement will also be paid from the Settlement Amount. The Plaintiffs have also entered into a litigation funding agreement with Claims Funding International PLC. Pursuant to that agreement, CFI has agreed to pay any adverse cost awards against the Plaintiffs in this litigation, and to pay $50,000 towards disbursements. In return, CFI is entitled to 5% of any net recovery in these actions up to a maximum of $5 million if the action is resolved before the pre-trial or 7% of net recovery up to a maximum of $10 million if the action is resolved after the pre-trial. The litigation funding agreement with CFI was approved by the Ontario Superior Court of Justice on May 17, 2012. The amount of funds remaining after deduction of Class Counsel Fees, Administration Expenses, and payment to CFI will be distributed to the Securities Claimants. Securities Claimants may attend at the hearing of the Distribution Protocol and Fee Hearing and ask to make submissions regarding the Claims and Distribution Protocol or Class Counsel's fee and expense reimbursement request. Persons intending to object to the Claims and Distribution Protocol or the Class Counsel fees and expense reimbursement request are required to deliver a Notice of Objection, substantially in the form that can be found on the Class Action Websites, and, if this Notice is received by mail or email, enclosed with this Notice, to Siskinds LLP by regular mail, courier, or email transmission, to the contact information indicated on the Notice of Objection, so that it is received by no later than 5:00 p.m. on November 29, 2013. Copies of the Notices of Objection sent to Siskinds LLP will be filed with the court. THE COURT MAY APPROVE A CLAIMS AND DISTRIBUTION PROTOCOL THAT IS DIFFERENT THAN THE CLAIMS AND DISTRIBUTION PROTOCOL THAT IS PROPOSED BY CLASS COUNSEL. WHETHER OR NOT THEY SUBMIT A VALID CLAIM FORM, ALL PERSONS OR ENTITIES THAT ARE ENTITLED TO PARTICIPATE IN THE E&Y SETTLEMENT WILL BE BOUND BY THE CLAIMS AND DISTRIBUTION PROTOCOL, WHATEVER IT MAY BE, THAT IS APPROVED BY THE COURT. The Administrator The Court has appointed NPT RicePoint as the Administrator of the settlement. The Administrator will, among other things: (i) receive and process the Claim Forms (discussed below); (ii) make determinations of Class Members' eligibility for compensation pursuant to the Claims and Distribution Protocol; (iii) communicate with Class Members regarding their eligibility for compensation; and (iv) manage and distribute the Net Settlement Amount. The Administrator can be contacted at: Mailing Address: NPT RicePoint Class Action Services Sino-Forest Class Action P.O. Box 3355 London, ON N6A 4K3 Telephone: 1-866-432-5534 E-mail Address: sino@nptricepoint.com Website: http://www.nptricepoint.com Claims Filing Procedure and Deadline Securities Claimants will only be eligible for compensation from the Net Settlement Amount if they submit a complete Claim Form before the Claims Bar Deadline including any supporting documentation with the Administrator. Claim Forms are available on the Class Action Websites or, if you are receiving this notice by mail or email, attached to this notice. To be eligible for compensation, Class Members must submit their Claim Form, postmarked via mail or email to the Administrator at the addresses listed above NO LATER THAN February 14, 2014. If you do not submit a Claim Form by the Claims Bar Deadline, you will not receive any compensation from the Net Settlement Amount but will remain bound by the final Settlement Order and release. Please note that Noteholders who still held their notes as of January 16, 2013 do not need to complete a Claim Form in respect of those notes. Claim Forms will still need to be filed in respect of any other notes. The Net Settlement Amount will be distributed to Class Members in accordance with the Claims and Distribution Protocol that is approved by the Court. If you file a Claim Form to participate in this settlement, you may not be required to file additional Claim Forms to participate in any future judgments or settlements in this litigation. However, you must ensure that the Administrator is advised of any changes to your mailing address. Please do not direct inquiries about this notice to the Court. All inquiries should be directed to the Administrator or Class Counsel. DISTRIBUTION OF THIS NOTICE HAS BEEN AUTHORIZED BY THE ONTARIO SUPERIOR COURT OF JUSTICE About Sino-Forest Corp. Sino-Forest Corporation -- http://www.sinoforest.com/-- is a commercial forest plantation operator in China. Its principal businesses include the ownership and management of tree plantations, the sale of standing timber and wood logs, and the complementary manufacturing of downstream engineered-wood products. Sino-Forest also holds a majority interest in Greenheart Group Limited, a Hong-Kong listed investment holding company with assets in Suriname (South America) and New Zealand and involved in sustainable harvesting, processing and sales of its logs and lumber to China and other markets around the world. Sino-Forest's common shares have been listed on the Toronto Stock Exchange under the symbol TRE since 1995. Sino-Forest Corporation on March 30, 2012, obtained an initial order from the Ontario Superior Court of Justice for creditor protection pursuant to the provisions of the Companies' Creditors Arrangement Act. Under the terms of the Order, FTI Consulting Canada Inc. will serve as the Court-appointed Monitor under the CCAA process and will assist the Company in implementing its restructuring plan. Gowling Lafleur Henderson LLP is acting as legal counsel to the Monitor. FTI Consulting commenced a Chapter 15 case for Sino-Forest in New York (Bankr. S.D.N.Y. Case No. 13-10361) to give force and effect of Sino-Forest's plan of compromise and reorganization that has been sanctioned by creditors and an Ontario court. The Chapter 15 petition claimed assets and debt both exceed $1 billion. Jeremy C. Hollembeak, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, serves as counsel in the U.S. case. STRATUS MEDIA: Board Elects Two New Directors --------------------------------------------- Sol J. Barer, Ph.D., and Isaac Blech were elected by the Company's board of directors as new directors. Dr. Barer was also named chairman of the Board and Mr. Blech was named vice chairman of the Board. Dr. Barer and Mr. Blech have also been appointed to serve on the Company's Audit and Compensation Committees. Their compensation as board members has not yet been determined. Also effective Nov. 1, 2013, Jerold Rubinstein resigned as Chairman of the Board but remains as Chairman of the Board's Audit Committee and chief executive officer. About Stratus Media Santa Barbara, Calif.-based Stratus Media Group, Inc., is an owner, operator and marketer of live sports and entertainment events. Subject to the availability of capital, the Company intends to aggregate a large number of complementary live sports and entertainment events across North America and internationally. Stratus Media disclosed a net loss of $6.84 million on $374,542 of total revenues for the year ended Dec. 31, 2012, as compared with a net loss of $23.63 million on $570,476 of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at March 31, 2013, showed $2.18 million in total assets, $21.92 million in total liabilities and a $19.73 million total shareholders' deficit. Goldman Kurland and Mohidin LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that Stratus Media has suffered recurring losses and has negative cash flow from operations which conditions raise substantial doubt as to the ability of the Company to continue as a going concern. TRANSGENOMIC INC: LeRoy Kopp Held 16.1% Stake as of Oct. 25 ----------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, LeRoy C. Kopp and his affiliates disclosed that as of Oct. 25, 2013, they beneficially owned 14,175,526 shares of common stock of Transgenomic, Inc., representing 16.1 percent of the shares outstanding. A copy of the regulatory is available for free at http://is.gd/IkniZh About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic incurred a net loss of $8.32 million in 2012, a net loss of $9.78 million in 2011 and a net loss of $3.13 million in 2010. As of June 30, 2013, the Company had $39.36 million in total assets, $18.34 million in total liabilities and $21.01 million in total stockholders' equity. Forbearance Agreement On Feb. 7, 2013, the Company entered into a Forbearance Agreement with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of Forest Laboratories, Inc., and successor-in-interest to PGxHealth, LLC, with an effective date of Dec. 31, 2012. In December 2012, the Company commenced discussions with the Lender to defer the payment due on Dec. 31, 2012, until March 31, 2013. As of Dec. 31, 2012, an aggregate of $1.4 million was due and payable under the Note by Transgenomic, and non-payment would constitute an event of default under the Note and that certain Security Agreement, dated as of Dec. 29, 2010, entered into between Transgenomic and PGX. Pursuant to the Forbearance Agreement, the Lender agreed, among other things, to forbear from exercising its rights and remedies under the Note and the Security Agreement as a VELTI INC: Employs BMC Group as Claims & Noticing Agent ------------------------------------------------------- Velti Inc., et al., sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ BMC Group, Inc., as claims and noticing agent. Tinamarie Feil, president of client services for BMC Group, Inc., assures the Court that her 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. Before the Petition Date, the Debtors paid a retainer to BMC in the amount of $25,000. About Velti Inc. Velti Inc., a provider of technology for marketing on mobile devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13- bk-12878) on Nov. 4, 2013. Velti Inc., a San Francisco-based unit of Velti Plc, estimated assets of as much $50 million and debt of as much as $100 million in Chapter 11 documents filed this week. Its Air2Web Inc. unit, based in Atlanta, also sought creditor protection. Velti Plc, which trades on the Nasdaq Stock Market, isn't part of the bankruptcy process. Operations in the U.K., Greece, India, China, Brazil, Russia, the United Arab Emirates and elsewhere outside the U.S. didn't seek protection and business there will continue as usual. The Debtors are represented by Stuart M. Brown, Esq., at DLA PIPER LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at DLA PIPER LLP (US), in Chicago, Illinois. U.S. Bank, National Association, as administrative agent for GSO Credit-A Partners, LP, GSO Palmetto Opportunistic Investment Partners LP and GSO Coastline Partners LP, extended $25 million of postpetition financing to the Debtors. The DIP Lenders, which are also the Prepetition Lenders, are represented by Sandy Qusba, Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP, in New York. VERMILLION INC: Won't Nominate Two Directors at Annual Meeting -------------------------------------------------------------- As part of the ongoing process of determining the desired size of the board of directors of Vermillion, Inc., the Board decided not to nominate for re-election at the Company's 2013 annual meeting of stockholders the two directors currently serving as Class I directors. In order to rebalance the number of directors who will serve in each class following the 2013 Annual Meeting, on Oct. 29, 2013, Peter S. Roddy resigned as a Class II director and thereafter was immediately appointed to the Board as a Class I director. Mr. Roddy continues to serve on the Company's Audit Committee. The resignation and appointment of Mr. Roddy was effected solely to rebalance the Board classes. On Oct. 29, 2013, the Board adopted amendments to the Company's Fourth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws that, subject to the adoption by the Company's stockholders at the 2013 Annual Meeting and the filing of the amendment to the Company Charter with the Secretary of State of the State of Delaware, would commence the process of declassifying the Board beginning at the 2013 Annual Meeting. In connection with the adoption of the amendments to the Company Charter and the Company Bylaws, each current Class III director delivered a conditional resignation to the Board on Oct. 29, 2013. Pursuant to those conditional resignations, subject to and conditioned upon (i) the adoption by the Company's stockholders at the 2013 Annual Meeting of the Amendments and (ii) the filing of the amendment to the Company Charter with the Secretary of State of the State of Delaware, each current Class III director of the Board resigned from the Board effective immediately prior to the 2014 annual meeting of stockholders of the Company. The purpose of these resignations is to expedite the transition to a declassified Board. About Vermillion Vermillion, Inc., is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. Vermillion incurred a net loss of $7.14 million in 2012, as compared with a net loss of $17.79 million in 2011. The Company's balance sheet at June 30, 2013, showed $16.89 million in total assets, $4.39 million in total liabilities and $12.49 million in total stockholders' equity. BDO USA, LLP, in Austin, Texas, 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, all of which raise substantial doubt about the Company's ability to continue as a going concern. ZOGENIX INC: Posts $10.85-Mil. Net Loss in Sept. 30 Quarter ----------------------------------------------------------- Zogenix, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $10.85 million on $7.17 million of total revenue for the three months ended Sept. 30, 2013, compared to a net loss of $19.28 million on $8.45 million of total revenue for the same period last year. The Company's balance sheet at Sept. 30, 2013 showed $54.63 million in total assets, $34.29 million in total current liabilities, and stockholders' deficit of $13.89 million. A copy of the Form 10-Q is available at: http://is.gd/PE3Trq About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and lack of sufficient working capital which raise substantial doubt about the Company's ability to continue as a going concern. Zogenix incurred a net loss of $47.38 million in 2012, as compared with a net loss of $83.90 million in 2011. As of June 30, 2013, the Company had $53.39 million in total assets, $69.48 million in total liabilities and a $16.08 million total stockholders' deficit. * BOND PRICING -- For Week From Oct. 28 to Nov. 1 ------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- AES Eastern Energy LP AES 9.670 4.125 1/2/2029 AES Eastern Energy LP AES 9.000 1.750 1/2/2017 Affinion Group Holdings Inc AFFINI 11.625 55.407 11/15/2015 Alion Science & Technology Corp ALISCI 10.250 64.000 2/1/2015 B456 Systems Inc AONE 3.750 24.000 4/15/2016 Buffalo Thunder Development Authority BUFLO 9.375 36.125 12/15/2014 Cengage Learning Acquisitions Inc TLACQ 10.500 16.250 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 12.000 13.375 6/30/2019 Cengage Learning Acquisitions Inc TLACQ 13.250 1.375 7/15/2015 Cengage Learning Acquisitions Inc TLACQ 10.500 16.250 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 13.250 1.375 7/15/2015 Cengage Learning Holdco Inc TLACQ 13.750 1.375 7/15/2015 Champion Enterprises Inc CHB 2.750 0.375 11/1/2037 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 15.000 1/30/2037 Energy Future Holdings Corp TXU 5.550 34.810 11/15/2014 FiberTower Corp FTWR 9.000 0.625 1/1/2016 GMX Resources Inc GMXR 4.500 1.100 5/1/2015 General Cable Corp BGC 0.875 99.000 11/15/2013 James River Coal Co JRCC 7.875 32.250 4/1/2019 James River Coal Co JRCC 4.500 27.161 12/1/2015 James River Coal Co JRCC 3.125 24.250 3/15/2018 LBI Media Inc LBIMED 8.500 30.000 8/1/2017 Lehman Brothers Holdings Inc LEH 1.000 17.625 8/17/2014 Lehman Brothers Holdings Inc LEH 1.000 17.625 8/17/2014 Lehman Brothers Inc LEH 7.500 16.100 8/1/2026 MF Global Holdings Ltd MF 6.250 44.750 8/8/2016 MF Global Holdings Ltd MF 1.875 43.000 2/1/2016 Mashantucket Western Pequot Tribe MASHTU 6.500 13.250 7/1/2036 OnCure Holdings Inc RTSX 11.750 49.625 5/15/2017 Overseas Shipholding Group Inc OSG 8.750 90.070 12/1/2013 Powerwave Technologies Inc PWAV 1.875 0.625 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.625 11/15/2024 Residential Capital LLC RESCAP 6.875 35.875 6/30/2015 School Specialty Inc/Old SCHS 3.750 38.375 11/30/2026 Sorenson Communications Inc SRNCOM 10.500 69.125 2/1/2015 Sorenson Communications Inc SRNCOM 10.500 69.125 2/1/2015 THQ Inc THQI 5.000 25.688 8/15/2014 TMST Inc THMR 8.000 16.125 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 7.625 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 30.250 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 7.375 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 4.500 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 35.200 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 7.125 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 4.500 11/1/2016 Trico Marine Services Inc/ United States TRMA 8.125 3.930 2/1/2013 USEC Inc USU 3.000 24.000 10/1/2014 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 44.450 8/1/2016 Verso Paper Holdings LLC / Verso Paper Inc VRS 8.750 30.744 2/1/2019 WCI Communities Inc/Old WCI 4.000 0.375 8/5/2023 Western Express Inc WSTEXP 12.500 59.875 4/15/2015 Western Express Inc WSTEXP 12.500 59.875 4/15/2015 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2013. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***